Common use of Authorization; Binding Agreement Clause in Contracts

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entity, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each The Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Purchaser, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each The Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Purchaser, and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its stockholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”). The Purchaser Support AgreementsCompany, when delivered its Subsidiaries and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the PurchaserDGCL, will (iii) directed that this Agreement be in full force submitted to the Company’s stockholders for adoption and effect(iv) resolved to recommend that the Company stockholders adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its stockholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the court from which such relief may be sought Company’s Organizational Documents (collectivelyi) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Stock representing at least the Required Company Stockholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each The Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Purchaser, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby Transactions (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, SPAC Board and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedingsproceedings (including any vote of holders of any class or series of securities of SPAC), other than as set forth elsewhere in the this Agreement, on the part of any Purchaser Entity is SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyTransactions. On or prior to the date of this Agreement (except in each case as it relates to BVI SubThe SPAC Board, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held meeting or in writing as permitted by unanimous written consentSPAC’s Charter, has unanimously (i) determined that this Agreement Agreement, the Ancillary Documents to which it is party and the transactions contemplated herebyTransactions, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicableSPAC Shareholders, (ii) approved and adopted this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational DocumentsAncillary Documents to which it is party, (iii) resolved to recommend recommended that the Purchaser’s stockholders SPAC Shareholders vote in favor of the approval of this Agreement, the Merger Ancillary Documents to which it is party, the Merger, and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser SPAC Recommendation”) and (iv) directed that this Agreement Agreement, the Ancillary Documents to which it is party and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders SPAC Shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity SPAC is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntitySPAC, enforceable against that Purchaser Entity SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Required Purchaser Stockholder Company Shareholder Approval and the Conversion Regulatory Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby Transactions, (a) have been duly and validly authorized by the board of directors of each Purchaser Entityand, on or prior to the Closing, the Company Shareholders in accordance with the Company’s Organizational Documents, Law 32, any other applicable Law and any Contract to which the Company or any Company Shareholders are party or bound, and (b) other than the Required Purchaser Stockholder Company Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionTransactions. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the court from which such relief may be sought (collectivelyTransactions are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and the Company Shareholders, (ii) approved this Agreement and the Transactions in accordance with the Company’s Organizational Documents and Law 32, (iii) directed that this Agreement and the Transactions be submitted to the Company Shareholders for adoption, and (iv) resolved to recommend that the Company Shareholders adopt this Agreement and the Transactions. The Purchaser Support Agreements, when Voting Agreement delivered by the PurchaserCompany include holders of Company Ordinary Shares representing at least the Required Company Shareholder Approval, will be and such Voting Agreement is in full force and effect.

Authorization; Binding Agreement. Each of the Purchaser Entity and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s and Merger Sub’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each the Purchaser Entityand Merger Sub, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Agreement, the Purchaser’s and Merger Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board boards of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entitythe Purchaser’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) DGCL and the BVI ActNRS, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI ActNRS, as applicable, and each Purchaser Entitythe Purchaser’s and Merger Sub’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI ActNRS, as applicable, and the Purchaser’s and Merger Sub’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a each of the Purchaser Entity and Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityand Merger Sub, enforceable against that the Purchaser Entity and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the NRS, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its stockholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. On or prior to the date of the court from which such relief may be sought (collectivelythis Agreement, the Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by unanimous written consent (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders in accordance with the NRS, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the NRS and the Company’s Organizational Documents, (iii) directed that this Agreement and the other matters required for the Required Company Stockholder Approval be submitted to the Company’s stockholders for adoption and approval and (iv) resolved to recommend that the Company’s stockholders adopt and approve this Agreement and the other matters required for the Required Company Stockholder Approval (the “Enforceability ExceptionsCompany Recommendation”). The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Stock representing at least the Required Company Stockholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each The Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval Approval. The Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Conversion ApprovalsMerger Sub’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Purchaser, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto Parties and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Purchaser Support Agreementsand its stockholders, when delivered (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the applicable provisions of the DGCL, (iii) directed that this Agreement be submitted to the Purchaser’s stockholders for adoption and (iv) resolved to recommend that the Purchaser’s stockholders approve and adopt this Agreement. The Merger Sub’s board of directors, will by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Merger Sub and Purchaser as its sole stockholder, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the applicable provisions of the DGCL, (iii) directed that this Agreement be in full force submitted to the Purchaser as the sole stockholder of Merger Sub and effect(iv) resolved to recommend that the Purchaser as the sole stockholder of Merger Sub approve and adopt this Agreement. The Purchaser, as the sole stockholder of Merger Sub, has authorized the execution, delivery and performance of this Agreement and the Ancillary Documents by and on behalf of Merger Sub and the consummation of the Merger and the other transactions contemplated by this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity has Parent and Acquisition -------------------------------- Subsidiary have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder the Parent Transaction Agreements and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document the other agreements and documents referred to herein and to be executed in connection herewith to which it Parent or Acquisition Subsidiary is or will be a party or a signatory (the "PARENT TRANSACTION AGREEMENTS") and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board respective Boards of directors Directors of each Purchaser EntityParent and Acquisition Subsidiary, as appropriate, and (b) other than except for the Required Purchaser Stockholder Approvalapproval of the holders of the Parent Common Stock, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is Parent or Acquisition Subsidiary are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party the Parent Transaction Agreements or to consummate the transactions contemplated hereby and or thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity andeach of Parent and Acquisition Subsidiary and constitutes, assuming the due authorization, and upon execution and delivery of thereof as contemplated by this Agreement and such Ancillary Documents by Agreement, the other parties hereto and thereto, constitutes, or when delivered shall Parent Transaction Agreements will constitute, the legal, valid and binding obligation agreements of the corresponding Purchaser EntityParent and Acquisition Subsidiary, enforceable against that Purchaser Entity each of Parent and Acquisition Subsidiary in accordance with its and their respective terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby Transactions (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, SPAC Board and the Special Committee and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyTransactions. On or prior to the date of this Agreement (except in each case as it relates to BVI SubThe Special Committee, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held meeting or in writing as permitted by unanimous written consentSPAC’s Organizational Documents, has unanimously (i) determined that this Agreement and Agreement, the transactions contemplated herebyAncillary Documents to which SPAC is a party, including the Second Plan of Merger and the consummation of the Transactions, including the Second Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders SPAC and the SPAC Shareholders (other than Sponsor) in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Cayman Companies Act, as applicable, (ii) authorized and approved the execution, delivery and adopted performance of this Agreement, the Ancillary Documents to which SPAC is a party, including the Second Plan of Merger and the other transactions contemplated by this Agreement in accordance with consummation of the DGCL and Transactions, including the BVI Act, as applicableSecond Merger, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommended that the SPAC Board approve and adopt this Agreement and recommend that the Purchaser’s stockholders SPAC Shareholders vote in favor of the approval of this Agreement, the Ancillary Documents to which SPAC is a party, including the Second Plan of Merger and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL Cayman Companies Act (the “Special Committee Recommendation”). The SPAC Board, at a duly called and held meeting or in writing as permitted by SPAC’s Organizational Documents and following the Special Committee Recommendation, has unanimously (A) determined that this Agreement, the Ancillary Documents to which SPAC is a party, including the Second Plan of Merger and the BVI consummation of the Transactions, including the Second Merger, are advisable, fair to and in the best interests of SPAC and the SPAC Shareholders (other than Sponsor) in accordance with the Cayman Companies Act, as applicable(B) authorized and approved the execution, delivery and performance of this Agreement, the Ancillary Documents to which SPAC is a party, including the Second Plan of Merger and the consummation of the Transactions, including the Second Merger, (C) recommended that the SPAC Shareholders vote in favor of the approval of this Agreement, the Ancillary Documents to which SPAC is a party, including the Second Plan of Merger, the consummation of the Transactions, including the Second Merger, and the Purchaser’s Organizational Documents other Shareholder Approval Matters in accordance with the Cayman Companies Act (the “Purchaser SPAC Board Recommendation”) and (ivD) directed that this Agreement Agreement, the Ancillary Documents to which SPAC is a party, including the Second Plan of Merger and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders SPAC Shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity SPAC is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntitySPAC, enforceable against that Purchaser Entity SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsWritten Consent. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors and the Company Stockholder in accordance with the Company’s Organizational Documents, the NRS, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its stockholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder ApprovalWritten Consent, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”). The Purchaser Support AgreementsCompany and the Company Stockholder, when delivered (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the PurchaserNRS, will (iii) directed that this Agreement be in full force submitted to the Company Stockholder for adoption and effect(iv) resolved to recommend that the Company Stockholder adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing (where such concept is recognized) under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has all requisite corporate entity power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has all requisite legal capacity, right and authority to execute and deliver this Agreement and each Ancillary Document to which it perform such Stockholder’s obligations hereunder. If such Stockholder is a partytrust or other entity created and used for estate planning purposes, such Stockholder was validly created and is duly existing pursuant to perform each Purchaser Entity’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement all instruments and other documents creating and governing the transactions contemplated herebycreation, including the Merger, are advisable, fair to operation and in the best interests administration of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law such Stockholder (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Trust Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (ivii) directed that this Agreement and under the other Purchaser laws of the State pursuant to which such Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionwas created. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity such Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent and such Ancillary Documents by the other parties hereto and theretoMerger Sub, constitutesconstitutes a legal, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entitysuch Stockholder, enforceable against that Purchaser Entity such Stockholder in accordance with its terms, except subject to the extent that enforceability thereof may be limited by effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws related to fraudulent transfers), reorganization and reorganization, moratorium laws and other laws of general application or similar Laws affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion effect of the court from which such relief may be sought general principles of equity (collectively, the “Enforceability ExceptionsLimitations”). The Purchaser Support AgreementsIf such Stockholder is married, when and any of such Stockholder’s Subject Shares constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Stockholder’s spouse and, assuming the Purchaserdue authorization, will be execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of such Stockholder’s spouse, enforceable against such Stockholder’s spouse in full force and effectaccordance with its terms, subject to the Enforceability Limitations.

Authorization; Binding Agreement. Each Purchaser Entity of OCA and OCA Merger Sub has all requisite the corporate power and authority to execute and deliver enter into this Agreement and each Ancillary Document the other documents and instruments to which it is a partybe executed and delivered by OCA and OCA Merger Sub pursuant hereto (collectively, to perform each Purchaser Entity’s respective obligations hereunder and thereunder the "OCA Documents"), and to consummate the Merger and the other transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party the OCA Documents, and the consummation of the transactions contemplated hereby and thereby (a) hereby, have been duly authorized and validly authorized approved by the board Board of Directors of OCA at a meeting duly called and held and at which a quorum was present and acting throughout, by the requisite affirmative vote of the directors of each Purchaser EntityOCA, and (b) other than the Required Purchaser Stockholder ApprovalBoard of Directors of OCA has determined that the Merger is in the best interests of OCA and its stockholders and approved this Agreement and the Merger. The execution and delivery of this Agreement and the OCA Documents, no and the consummation of the transactions contemplated hereby, have been duly authorized and approved by the Board of Directors of OCA Merger Sub, and by OCA as the sole stockholder of OCA Merger Sub, and the Board of Directors of OCA Merger Sub has determined that the Merger is in the best interests of OCA Merger Sub and its stockholders and approved this Agreement and the Merger. No other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is OCA or OCA Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation by OCA and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date OCA Merger Sub of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity OCA and OCA Merger Sub, and, assuming the due authorization, execution and delivery of by OrthAlliance, this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, constitutes the valid and binding agreement and obligation of the corresponding Purchaser EntityOCA and OCA Merger Sub, enforceable against that Purchaser Entity OCA and OCA Merger Sub in accordance with its terms, terms (except to the extent that as such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium reorganization, moratorium, fraudulent conveyance or similar laws and other laws of general application now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and general equitable principles, regardless of whether enforceability is considered in a proceeding in law or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”in equity). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each of the Purchaser Entity and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s and Merger Sub’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each the Purchaser Entityand Merger Sub, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Agreement, the Purchaser’s and Merger Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board boards of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entitythe Purchaser’s stockholders in accordance with the Delaware General Corporation Law (as amended, DGCL or the “DGCL”) and the BVI Companies Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and or the BVI Companies Act, as applicable, applicable and each Purchaser Entitythe Purchaser’s and Merger Sub’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and or the BVI Companies Act, as applicable, and the Purchaser’s and Merger Sub’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a each of the Purchaser Entity and Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityand Merger Sub, enforceable against that the Purchaser Entity and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Holdco and Purchaser Entity has have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document the other Transaction Documents to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder they are parties and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document the other Transaction Documents to which it is a party they are parties and the consummation of the transactions contemplated hereby and thereby (a) thereby, including, but not limited to, the Offer and the Merger, have been duly and validly authorized by the board respective Boards of directors Directors of each Purchaser EntityHoldco and Purchaser, as appropriate, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Holdco or Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document the other Transaction Documents to which it is a party they are parties or to consummate the transactions contemplated hereby and thereby. On or prior to Holdco, as the date sole stockholder of this Agreement (except in each case as it relates to BVI SubPurchaser, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that has approved this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to . Holdco and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) have duly and the BVI Act, as applicable, (ii) approved validly executed and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that delivered this Agreement and the other Purchaser Stockholder Approval Matters be submitted Transaction Documents to the Purchaser’s stockholders for their approval and adoptionwhich they are parties. This Agreement has been, and each Ancillary Document the other Transaction Documents to which a Holdco and Purchaser Entity is a party shall be, when delivered, are parties have been duly and validly executed and delivered by each of Holdco and Purchaser and constitute the corresponding legal, valid and binding agreements of Holdco and Purchaser, enforceable against each of Holdco and Purchaser Entity andin accordance with their terms, assuming subject to the due authorization, Enforceability Exceptions. Each of Parent and Xxxxxxxx has all requisite limited partnership power and authority to execute and deliver this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such Ancillary the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including, but not limited to, the Offer and the Merger, have been duly and validly authorized by the general partner of each of Parent and Xxxxxxxx, and no other parties hereto limited partnership or other proceedings on the part of Parent or Xxxxxxxx, as applicable, are necessary to authorize the execution and theretodelivery of this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents have been duly and validly executed and delivered by each of Parent and Xxxxxxxx and constitute the legal, constitutes, or when delivered shall constitute, the valid and binding obligation agreements of the corresponding Purchaser EntityParent and Xxxxxxxx, enforceable against that Purchaser Entity Parent and Xxxxxxxx in accordance with its their terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each of the Purchaser Entity and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each the Purchaser Entityand Merger Sub and by the Purchaser as the sole stockholder of Merger Sub, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity or Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityand Merger Sub, enforceable against that the Purchaser Entity and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity of OAC and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board each of directors of each Purchaser EntityOAC and Merger Sub, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the AgreementAgreement (including the approval of OAC’s stockholders as necessary for the Required OAC Stockholder Vote and the Extension), on the part of any Purchaser Entity is OAC or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity OAC or Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity OAC or Merger Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and or thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityOAC or Merger Sub, as applicable, enforceable against that Purchaser Entity such Party in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaimgenerally, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the Arrangement, the Amalgamation and the other transactions contemplated hereby and thereby, subject to obtaining the receipt of the Required Purchaser Stockholder Company Shareholder Approval and the Conversion Approvalsapproval of the Arrangement by the Court. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the board Company’s Board and, where applicable, its shareholders, in accordance with the Company’s Organizational Documents, any applicable Law or any Contract to which the Company or any of directors of each Purchaser Entity, its shareholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (thereby except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called for obtaining Required Company Shareholder Approval and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and Arrangement by the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionCourt. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except subject to the extent that enforceability thereof may be limited Enforceability Exceptions. The Company’s Board, by applicable bankruptcy, insolvency, reorganization resolutions duly adopted at a meeting duly called and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally held or by any applicable statute of limitation or action by any valid defense of set-off or counterclaimunanimous written consent in accordance with its Organizational Documents, has (i) determined that this Agreement, and thereby the Ancillary Documents, and the fact Arrangement, the Amalgamation and the other transactions contemplated hereby and thereby are advisable, fair to, and in the best interests of, the Company and its shareholders, (ii) approved and adopted this Agreement, the Ancillary Documents, and approved the Arrangement, the Amalgamation and the other transactions contemplated hereby and thereby in accordance with applicable law, (iii) directed that equitable remedies or relief (including the remedy of specific performance) are subject this Agreement be submitted to the discretion Company’s Shareholders for consideration, approval and adoption, (iv) recommended that the Company’s Shareholders approve and adopt this Agreement, the Ancillary Documents, the Amalgamation and other transactions contemplated hereby and thereby. Except for the Required Company Shareholder Approval and approval of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered Arrangement by the PurchaserCourt, will no additional approval or vote of any holders of capital stock or other equity interests of the Company would then be in full force necessary to approve and effectadopt this Agreement and the Ancillary Documents and approve the Amalgamation and the other transactions contemplated hereby and thereby.

Authorization; Binding Agreement. Each Purchaser Entity OrthAlliance has all requisite the corporate power and authority to execute and deliver enter into this Agreement and each Ancillary Document the other documents and instruments to which it is a partybe executed and delivered by OrthAlliance pursuant hereto (collectively, the "OrthAlliance Documents"), and, subject to perform each Purchaser Entity’s respective obligations hereunder and thereunder and receipt of approval of this Agreement by the stockholders of OrthAlliance, to consummate the Merger and the other transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party the OrthAlliance Documents, and the consummation of the transactions contemplated hereby and thereby (a) hereby, have been duly authorized and validly authorized approved by the board Board of Directors of OrthAlliance at a meeting duly called and held and at which a quorum was present and acting throughout, by the requisite affirmative vote of the directors of each Purchaser EntityOrthAlliance, and (b) other than the Required Purchaser Stockholder ApprovalBoard of Directors of OrthAlliance has determined that the Merger is in the best interests of OrthAlliance and its stockholders, no approved this Agreement and the Merger, recommended to the stockholders of OrthAlliance that they approve and adopt this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted to the stockholders of OrthAlliance for approval by such stockholders at a duly called meeting of such stockholders. No other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is OrthAlliance are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate or, except for the transactions contemplated hereby and thereby. On or prior to the date adoption of this Agreement (except in each case as it relates to BVI Sub, from by the BVI Sub Joinder Date), each Purchaser Entity’s board requisite vote of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s OrthAlliance's stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Actcertificate of incorporation and bylaws of OrthAlliance, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor consummation by OrthAlliance of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptiontransactions contemplated hereby. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity OrthAlliance, and, assuming the due authorization, execution and delivery of this Agreement by OCA and such Ancillary Documents by the other parties hereto and theretoOCA Merger Sub, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entity, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.this

Authorization; Binding Agreement. Each Purchaser Entity Subject to obtaining the Required Shareholder Approval and the adoption of the Amended SPAC Charter, each of Pubco, Merger Sub I and Merger Sub II has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsTransactions. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) Transactions have been duly and validly authorized by the board of directors Pubco Board, the Merger Sub I Board and the Merger Sub II Board and shareholder of each Purchaser Entityof Pubco, Merger Sub I and (b) other than the Required Purchaser Stockholder Approval, Merger Sub II and no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including the adoption of the Amended Pubco Charter), on the part of any Purchaser Entity is Pubco, Merger Sub I and Merger Sub II are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it Pubco, Merger Sub I or Merger Sub II is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionTransactions. This Agreement has been, and each Ancillary Document to which a Purchaser Entity Pubco, Merger Sub I or Merger Sub II is a party has been or shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity Pubco, Merger Sub I and Merger Sub II (as applicable) and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityeach of Pubco, Merger Sub I and Merger Sub II, enforceable against that Purchaser Entity each of Pubco, Merger Sub I and Merger Sub II in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a partyAgreement, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution execution, delivery and delivery performance of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) hereby, including, but not limited to, the Merger, have been duly and validly authorized by the board Company's Board of directors of each Purchaser Entity, Directors and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Company or any Purchaser Entity is Company Subsidiary are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to (other than the date adoption of this Agreement by the stockholders of the Company to the extent required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies. The Board of Directors of the Company has approved this Agreement, the Stockholder Agreement and the transactions contemplated hereby and thereby (except including but not limited to the Offer, the Merger and the matters provided for in each case the Stockholder Agreement) so as it relates to BVI Subrender inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision). As a result, from the BVI Sub Joinder Date), each Purchaser Entity’s board only vote of directors, by resolutions adopted at a meeting duly called and held holders of any class or by unanimous written consent, (i) determined that series of the Company's capital stock required to adopt this Agreement and the transactions contemplated hereby, including the Merger, are advisableis the affirmative vote of a majority of the outstanding Shares, fair and if Section 253 of the DGCL is applicable to and in the best interests of each Purchaser Entity’s stockholders in accordance with Merger, no such vote shall be required. No other state takeover or control share statute or similar statute or regulation applies or purports to apply to the Delaware General Corporation Law (as amendedOffer, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this AgreementMerger, the Merger and Stockholder Agreement or any of the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, hereby or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entity, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effectthereby.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (ai) have been duly and validly authorized by the Company’s board of directors directors, including the Majority Preference Share Director (as such term is defined in the Company Charter), in all cases only to the extent required by the Company Charter, Cayman Law, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its shareholders is a party or by which or its securities are bound and (bii) other than the Required Purchaser Stockholder Company Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders representing at least sixty-seven percent (67%) of the As-Converted Company Shares entitled to vote on the matters relating to this Agreement, will be and such Voting Agreements are in full force and effect. The Company Written Consents include consents from the Majority Series C Holders, the Key Series D Holders, and the Required Key Investors, and are in full force and effect and have not been revoked.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its stockholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. On or prior to the date of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date), each Purchaser EntityCompany’s board of directors, by resolutions duly adopted at a meeting duly called and held or by unanimous written consent, consent (i) determined that this Agreement and the Merger and the other transactions contemplated hereby, including the Merger, hereby are advisable, fair to to, and in the best interests of each Purchaser Entity’s of, the Company and its stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved this Agreement and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser EntityCompany’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser matters required for the Required Company Stockholder Approval Matters be submitted to the PurchaserCompany’s stockholders for their adoption and approval and adoption. This Agreement has been, (iv) resolved to recommend that the Company’s stockholders adopt and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of approve this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, matters required for the valid and binding obligation of the corresponding Purchaser Entity, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief Required Company Stockholder Approval (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability ExceptionsCompany Recommendation”). The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Stock representing at least the Required Company Stockholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity Subject to filing the Pubco, Merger Sub 1, and Merger Sub 2 Certificate of Incorporation, each of Pubco, Merger Sub 1, and Merger Sub 2 has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors and shareholders of each Purchaser EntityPubco, Merger Sub 1, and (b) other than the Required Purchaser Stockholder Approval, Merger Sub 2 and no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including, without limitation, the filing of the Pubco, Merger Sub 1, and Merger Sub 2 Certificate of Incorporation), on the part of any Purchaser Entity is Pubco, Merger Sub 1, and Merger Sub 2 are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity Pubco, Merger Sub 1, and Merger Sub 2 is a party has been or shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entitysuch Party, enforceable against that Purchaser Entity such Party in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each (a) The Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Purchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is or is required to be a party and the consummation of the transactions contemplated hereby and thereby Transactions (ai) have been duly and validly authorized by the board of directors of each the Purchaser Entityin accordance with the Purchaser’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Purchaser is a party or by which it or its securities are bound, and (bii) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionTransactions. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws Laws and other laws Laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsCompany Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the board of directors and/or shareholders of each Purchaser Entitythe Company (if applicable) in accordance with the Company’s Organizational Documents, the Cayman Companies Act, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound, subject to obtaining the Required Company Shareholder Approval, and (b) other than the Required Purchaser Stockholder Company Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to thereby (other than the date filing and recordation of this Agreement (except in each case appropriate merger documents as it relates to BVI Sub, from required by the BVI Sub Joinder DateCayman Companies Act), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser Entity, Company enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, either (A) at a duly called and held meeting or (B) by way of written resolution, has unanimously (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best commercial interests of, the “Enforceability Exceptions”). The Purchaser Support AgreementsCompany and its shareholders, when delivered (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement, upon the Purchaserterms and subject to the conditions set forth herein and in accordance with the Cayman Companies Act, will (iii) directed that this Agreement be in full force submitted to the Company’s shareholders for adoption and effect(iv) resolved to recommend that the Company shareholders adopt this Agreement.

Authorization; Binding Agreement. Each of the Purchaser Entity and Purchaser Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Shareholder Approval and the Conversion ApprovalsPurchaser Merger Sub Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized and approved by all necessary and proper corporate action by the board of directors of each Purchaser Entityand Purchaser Merger Sub and, and (b) other than the Required Shareholder Approval and Purchaser Stockholder Merger Sub Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is or Purchaser Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity or Purchaser Merger Sub is a party has been or shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity or Purchaser Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityand Purchaser Merger Sub, as applicable, enforceable against that the Purchaser Entity or Purchaser Merger Sub, as applicable, in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsCompany Member Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the board Company’s managers and its members in accordance with the Company’s Organizational Documents, the WA LLC Act, any other applicable Law or any Contract to which the Company or any of directors of each Purchaser Entity, its equity holders is a party or by which or its securities are bound and (b) other than the Required Purchaser Stockholder Company Member Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party has been or shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of Enforceability Exceptions. The Company’s managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the court from which such relief may be sought Company’s Organizational Documents (collectivelyi) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its members, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the WA LLC Act, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Units representing at least the Required Company Member Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the Purchaser Entity and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entityof the Purchaser’s and Merger Sub’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, thereby subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each the Purchaser Entityand Merger Sub, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a each of the Purchaser Entity and Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity andand Merger Sub, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityand Merger Sub, enforceable against that against, as applicable, the Purchaser Entity and Merger Sub in accordance with its respective terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Purchaser Support Agreementsand its stockholders, when delivered (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Purchaser, will be in full force ’s stockholders for adoption and effect(iv) resolved to recommend that the Purchaser’s stockholders adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser EntityPurchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser EntityPurchaser, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Business Combination and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, Purchaser Support Agreementsand its stockholders, when delivered (ii) approved this Agreement and the Business Combination and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to Purchaser, will be in full force ’s stockholders for adoption and effect(iv) resolved to recommend that Purchaser’s stockholders adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors of each Purchaser Entityin accordance with the Company’s Organizational Documents and the DGCL, and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. On or prior to the date of the court from which such relief may be sought (collectivelythis Agreement, the “Enforceability Exceptions”)Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement and the other matters required for the Required Company Stockholder Approval be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company Stockholders adopt this Agreement and the other matters required for the Required Company Stockholder Approval. The Purchaser Voting and Support Agreements, when Agreements delivered by the PurchaserCompany include holders of Company Stock representing at least the Required Company Stockholder Approval, will be and such Voting and Support Agreements are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Company Shareholder Approval and the Conversion Regulatory Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the board of directors and shareholders of each Purchaser Entitythe Company in accordance with the Company’s Organizational Documents, the Cayman Islands Company Act, any other applicable Law and any Contract to which the Company or any of its shareholders are party or bound and (b) other than the Required Purchaser Stockholder Company Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company Party and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the court from which such relief may be sought (collectivelyTransactions contemplated are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its shareholders, (ii) approved this Agreement and the Transactions in accordance with the Cayman Islands Companies Act, (iii) directed that this Agreement and the Transactions be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement and the Transactions. The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Ordinary Shares representing at least the Required Company Shareholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser SPAC Stockholder Approval and Approval. Subject to obtaining the Conversion Approvals. The Required SPAC Stockholder Approval, the execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entityall necessary corporate, and (b) limited liability company or other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, similar action on the part of any Purchaser Entity is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebySPAC. On or prior to the date of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date), each Purchaser EntitySPAC’s board of directors, by resolutions adopted at a meeting duly called and held or meeting, by unanimous written consent, a requisite majority (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicableSPAC, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the PurchaserSPAC’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser SPAC Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Delaware General Corporation Law (“DGCL”) (the “Purchaser SPAC Recommendation”) and (iv) directed that this Agreement and the other Purchaser SPAC Stockholder Approval Matters be submitted to the PurchaserSPAC’s stockholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity SPAC is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntitySPAC, enforceable against that Purchaser Entity SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsCompany Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the GBCC, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its shareholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Stockholder Company Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its shareholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the GBCC, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Stock representing at least the Required Company Shareholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (other than the authorization, filing and recordation of the Second Merger Documents and the Surviving Entity Charter, as required the Cayman Companies Act, for completing the Second Merger) (a) have been duly and validly authorized by the board of directors of each Purchaser Entity(and in respect of the authorization of appropriate merger documents, including the Second Merger Documents and the Surviving Entity Charter, as required the Cayman Companies Act, for completing the Second Merger, such have been duly and validly authorized by the board of directors of Purchaser prior to the execution and/or adoption (as appropriate)) and (b) other than the Required Purchaser Stockholder ApprovalShareholder Approval and the authorization, filing and recordation of the Second Merger Documents and the Surviving Entity Charter, as required the Cayman Companies Act, for completing the Second Merger, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser EntityPurchaser’s board of directors, by resolutions adopted either (A) at a meeting duly called and held meeting or (B) by unanimous way of written consentresolution, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Second Merger, are advisable, fair to and in the best commercial interests of each Purchaser Entityand Purchaser’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicableshareholders, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders shareholders vote in favor of the approval of this Agreement, the Merger Second Merger, and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Cayman Companies Act (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders Purchaser shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions Transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions Transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser EntityPurchaser’s board of directors, by resolutions adopted either (A) at a meeting duly called and held meeting or (B) by unanimous way of written consentresolution, has unanimously (i) determined that this Agreement and the transactions Transactions contemplated hereby, including the Second Merger, are advisable, fair to and in the best interests of each Purchaser Entityand Purchaser’s stockholders shareholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Cayman Companies Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the Purchaser’s stockholders shareholders vote in favor of the approval of this Agreement, the Merger Second Merger, and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Cayman Companies Act (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders Purchaser shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity Subject to the filing of the First Merger Documents and the Second Merger Documents and the receipt of the requisite shareholder approvals required under the applicable Cayman Law, (i) each of Pubco, First Merger Sub and Second Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby, subject to obtaining and (ii) the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it each of Pubco, First Merger Sub and Second Merger Sub is a party and the consummation of the transactions Transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, all necessary corporate actions and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including the filing of the First Merger Documents, the Second Merger Documents and the Amended Pubco Charter), on the part of any Purchaser Entity is Pubco, First Merger Sub or Second Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it each of Pubco, First Merger Sub and Second Merger Sub is a party or to consummate the transactions Transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity Pubco, First Merger Sub or Second Merger Sub is a party has been or shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entitysuch Party, enforceable against that Purchaser Entity such Party in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each The Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval Approval. The Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Conversion ApprovalsMerger Sub’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Purchaser, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto Parties and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Purchaser Support Agreementsand its stockholders, when delivered (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the applicable provisions of the DGCL, (iii) directed that this Agreement be submitted to the Purchaser’s stockholders for adoption and (iv) resolved to recommend that the Purchaser’s stockholders approve and adopt this Agreement. The Merger Sub’s board of directors, will by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Merger Sub and Purchaser as its sole stockholder, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the applicable provisions of the DGCL, (iii) directed that this Agreement be in full force submitted to the Purchaser as the sole stockholder of Merger Sub and effect(iv) resolved to recommend that the Purchaser as the sole stockholder of Merger Sub approve and adopt this Agreement. Purchaser, as the sole stockholder of Merger Sub, has authorized the execution, delivery and performance of this Agreement and the Ancillary Documents by and on behalf of Merger Sub and the consummation of the Merger and the other transactions contemplated by this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the NRS, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its shareholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the NRS, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Stock representing at least the Required Company Stockholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has Parent and each Parent Subsidiary have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document other agreement related hereto to which it is a party and the consummation of the transactions contemplated hereby and thereby thereby, (ai) have been duly and validly authorized by the board Parent Board, the Holdco Board, the Merger Sub Board, Parent (as the sole stockholder of directors Holdco) and Holdco (as the sole stockholder of each Purchaser Entity, Merger Sub) and (bii) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of Parent or any Purchaser Entity is Parent Subsidiary are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party or to consummate the transactions contemplated hereby and thereby, other than receipt of the Required Parent Vote (as hereafter defined). On or prior The affirmative vote of the stockholders of Parent holding at least fifty-one percent (51%) of the issued and outstanding Parent Common Stock and a majority of the issued and outstanding IPO Shares (as defined in the Parent’s certificate of incorporation, as amended) present and entitled to vote on the date approval and adoption of this Agreement at the Special Meeting (except in each case as it relates the “Required Parent Vote”) is necessary to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called approve and held or by unanimous written consent, (i) determined that adopt this Agreement and to consummate the transactions contemplated hereby, including provided, further, that stockholders of Parent holding thirty percent (30%) or more of the Merger, are advisable, fair shares of Parent Common Stock sold in Parent’s initial public offering shall not have voted against the Reorganization and exercised their conversion rights under Parent’s certificate of incorporation to and in convert their shares of Parent Common Stock into a cash payment from the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law Trust Fund (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionhereafter defined). This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by each of Parent and the corresponding Purchaser Entity and, Parent Subsidiaries and (assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents hereof by the other parties hereto Company and theretothe Members) constitutes the legal, constitutes, or when delivered shall constitute, the valid and binding obligation of each of Parent and the corresponding Purchaser EntityParent Subsidiaries, enforceable against that Purchaser Entity each of Parent and the Parent Subsidiaries in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity ODC has all requisite the corporate power and authority to execute and deliver enter into this Agreement and each Ancillary Document the other documents and instruments to which it is a partybe executed and delivered by ODC pursuant hereto (collectively, the "ODC Documents"), and, subject to perform each Purchaser Entity’s respective obligations hereunder and thereunder and receipt of approval of this Agreement by the stockholders of ODC, to consummate the Merger and the other transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party the ODC Documents, and the consummation of the transactions contemplated hereby and thereby (a) hereby, have been duly authorized and validly authorized approved by the board Board of Directors of ODC at a meeting duly called and held and at which a quorum was present and acting throughout, by the requisite affirmative vote of the directors of each Purchaser EntityODC or by taking action by written consent in lieu of such meeting of such Board of Directors, and (b) other than the Required Purchaser Stockholder ApprovalBoard of Directors of ODC has declared the advisability of this Agreement to the ODC stockholders, no approved this Agreement and the Merger, and directed that this Agreement and the transactions contemplated hereby be submitted to the stockholders of ODC for adoption by such stockholders by taking action by written consent in lieu of a meeting of such stockholders. No other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is ODC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate or, except for the transactions contemplated hereby and thereby. On or prior to the date adoption of this Agreement (except in each case as it relates to BVI Sub, from by the BVI Sub Joinder Date), each Purchaser Entity’s board requisite vote of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s ODC's stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Actcertificate of incorporation and bylaws of ODC, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor consummation by ODC of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptiontransactions contemplated hereby. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity ODC, and, assuming the due authorization, execution and delivery of by iPayment and iPayment Merger Sub, this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, constitutes the valid and binding agreement and obligation of the corresponding Purchaser EntityODC, enforceable against that Purchaser Entity ODC in accordance with its terms, terms (except to the extent that as such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium reorganization, moratorium, fraudulent conveyance or similar laws and other laws of general application now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and general equitable principles, regardless of whether enforceability is considered in a proceeding in law or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”in equity). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has OceanTech and Mxxxxx Sub have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, or will be a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsOceanTech Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party party, or will be a party, and the consummation of the transactions contemplated hereby and thereby Transactions (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, OceanTech and (b) other than the Required Purchaser Stockholder ApprovalOceanTech Shareholder Approval and Mxxxxx Sub’s authorization of the Transactions, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is OceanTech are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyTransactions. On or prior to the date of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date), each Purchaser EntityOceanTech’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consentmeeting, unanimously (i) determined that this Agreement Agreement, the Ancillary Documents and the transactions contemplated herebyTransactions, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders OceanTech in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable), (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Ancillary Documents, (iii) resolved to recommend recommended that the PurchaserOceanTech’s stockholders vote in favor of the approval of this Agreement, the Ancillary Documents, the Merger and the other Purchaser OceanTech Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser SPAC Recommendation”) and (iv) directed that this Agreement and the other Purchaser OceanTech Stockholder Approval Matters be submitted to the PurchaserOceanTech’s stockholders for their approval. The board of directors of Merger Sub has unanimously (a) determined that this Agreement, the Transactions and the Ancillary Documents are fair, advisable and in the best interests of Merger Sub and its stockholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors, and (b) approved and recommended to Merger Sub’s stockholder the adoption and approval of this Agreement, and adoptionthe Ancillary Documents to which it is a party, and the Transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein. This Agreement has been, and each Ancillary Document to which a Purchaser Entity OceanTech is a party party, or will be a party, shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity OceanTech and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityOceanTech, enforceable against that Purchaser Entity OceanTech in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support AgreementsMerger Sub is a party and the consummation of the Transactions, when delivered have been duly and validly authorized by the Purchaserboard of directors of Merger Sub and by OceanTech as sole shareholder of Merger Sub in accordance with Merger Sub’s Organizational Documents, will be in full force the Israeli Company Law, and effectany other applicable Law and any Contract to which Merger Sub or OceanTech is a party or bound.

Authorization; Binding Agreement. Each The Purchaser Entity and Purchaser Representative each has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby, subject only to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it Purchaser or Purchaser Representative is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized in accordance with its Organizational Documents, the DGCL and other applicable Law, and any Contract to which it is a party or by the board of directors of each Purchaser Entitywhich it or its securities are bound, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is proceedings are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity or Purchaser Representative is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityor Purchaser Representative (as applicable), enforceable against that Purchaser Entity it in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by directors of the Purchaser, will by resolutions duly adopted at a meeting duly called and held, (i) approved this Agreement and the transactions contemplated by this Agreement in accordance with the DGCL, (ii) directed that this Agreement be in full force submitted to its stockholders for adoption, and effect(iii) resolved to recommend that the Purchaser stockholders adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its shareholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its stockholders, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Stock representing at least the Required Company Stockholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity FMBS has all requisite the corporate power and authority to execute and deliver enter into this Agreement and each Ancillary Document the other documents and instruments to which it is a partybe executed and delivered by FMBS pursuant hereto (collectively, to perform each Purchaser Entity’s respective obligations hereunder and thereunder the "FMBS Documents"), and to consummate the Merger and the other transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party the FMBS Documents, and the consummation of the transactions contemplated hereby and thereby (a) hereby, have been duly authorized and validly authorized approved by the board unanimous written consent of directors the Board of each Purchaser EntityDirectors of FMBS, and (b) other than the Required Purchaser Stockholder ApprovalBoard of Directors of FMBS has determined that the Merger is in the best interests of FMBS and its stockholders, no approved this Agreement and the Merger, recommended to the stockholders of FMBS that they approve and adopt this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted to the stockholders of FMBS for approval by such stockholders by taking action by written consent in lieu of a meeting of such stockholders. The stockholders of FMBS have duly approved this Agreement, the Merger and the transactions contemplated hereby by unanimous written consent in lieu of a meeting of such stockholders. No other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is FMBS are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date consummation by FMBS of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity FMBS, and, assuming the due authorization, execution and delivery of by iPayment and iPayment Merger Sub, this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, constitutes the valid and binding agreement and obligation of the corresponding Purchaser EntityFMBS, enforceable against that Purchaser Entity FMBS in accordance with its terms, terms (except to the extent that as such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium reorganization, moratorium, fraudulent conveyance or similar laws and other laws of general application now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and general equitable principles, regardless of whether enforceability is considered in a proceeding in law or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”in equity). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser EntityPurchaser’s board of directors, by resolutions adopted either (A) at a meeting duly called and held meeting or (B) by unanimous way of written consentresolution, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Second Merger, are advisable, fair to and in the best commercial interests of each Purchaser Entityand Purchaser’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicableshareholders, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders shareholders vote in favor of the approval of this Agreement, the Merger Second Merger, and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Companies Act (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders Purchaser shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity of the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s their respective obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsCompany Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it (a) the Company is a party and the consummation of the transactions contemplated hereby Transactions, have been duly and thereby validly authorized and approved by the Board of Directors of the Company in accordance with the Existing Company Articles and English Law, and (ab) Merger Sub is a party and the consummation of the Transactions, have been duly and validly authorized by the board Board of directors Directors of each Purchaser EntityMerger Sub, and (b) other than by the Required Purchaser Stockholder ApprovalCompany as sole shareholder of Merger Sub, no in accordance with Merger Sub’s Organizational Documents and Cayman Islands Law. No other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company or Merger Sub are necessary to authorize or approve the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to Transactions other than the date approval of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including Transactions by the Merger, are advisable, fair to Company’s shareholders as required by the Existing Company Articles and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation English Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser RecommendationRequired Company Shareholder Approval”). Except as set forth in Schedule 4.2, other than the Required Company Shareholder Approval, there is no shareholder of the Company or any Target Company whose Consent (other than as set forth in the Existing Company Articles) is required for the execution of this Agreement by the Company and (iv) directed that the performance by the Company of its obligations under this Agreement and the other Purchaser Stockholder Approval Matters be submitted Ancillary Documents to the Purchaser’s stockholders for their approval and adoptionwhich it is a party. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company or Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity andCompany or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser Entitysuch Party, enforceable against that Purchaser Entity such Party in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of Required Company Shareholder Approval and the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Voting and Support Agreements, when Agreements delivered by the Purchaser, will be Company are in full force and effecteffect subject to the Enforceability Exception.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its shareholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include the Key Executives, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its stockholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. On or prior to the date of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date), each Purchaser EntityCompany’s board of directors, by resolutions duly adopted at a meeting duly called and held or by unanimous written consent, consent (i) determined that this Agreement and the Merger and the other transactions contemplated hereby, including the Merger, hereby are advisable, fair to to, and in the best interests of each Purchaser Entity’s of, the Company and its stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved this Agreement and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser EntityCompany’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser matters required for the Required Company Stockholder Approval Matters be submitted to the PurchaserCompany’s stockholders for their adoption and approval and adoption. This Agreement has been, (iv) resolved to recommend that the Company stockholders adopt and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of approve this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, matters required for the valid and binding obligation of the corresponding Purchaser Entity, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief Required Company Stockholder Approval (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability ExceptionsCompany Recommendation”). The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Stock representing at least the Required Company Stockholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the Purchaser Entity and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each the Purchaser Entityand Merger Sub and by the Purchaser as sole stockholder of Merger Sub, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity or Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityand Merger Sub, enforceable against that the Purchaser Entity and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity of iPayment and iPayment Merger Sub has all requisite the corporate power and authority to execute and deliver enter into this Agreement and each Ancillary Document the other documents and instruments to which it is a partybe executed and delivered by iPayment and iPayment Merger Sub pursuant hereto (collectively, to perform each Purchaser Entity’s respective obligations hereunder and thereunder the "iPayment Documents"), and to consummate the Merger and the other transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party the iPayment Documents, and the consummation of the transactions contemplated hereby and thereby (a) hereby, have been duly authorized and validly authorized approved by the board Board of Directors of iPayment at a meeting duly called and held and at which a quorum was present and acting throughout, by the requisite affirmative vote of the directors of each Purchaser EntityiPayment, and (b) other than the Required Purchaser Stockholder ApprovalBoard of Directors of iPayment has determined that the Merger is in the best interests of iPayment and its stockholders and approved this Agreement and the Merger. The execution and delivery of this Agreement and the iPayment Documents, no and the consummation of the transactions contemplated hereby, have been duly authorized and approved by the Board of Directors of iPayment Merger Sub, and by iPayment as the sole stockholder of iPayment Merger Sub, and the Board of Directors of iPayment Merger Sub has determined that the Merger is in the best interests of iPayment Merger Sub and its stockholders and approved this Agreement and the Merger. No other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is iPayment or iPayment Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation by iPayment and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date iPayment Merger Sub of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity iPayment and iPayment Merger Sub, and, assuming the due authorization, execution and delivery of by ECX, this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, constitutes the valid and binding agreement and obligation of the corresponding Purchaser EntityiPayment and iPayment Merger Sub, enforceable against that Purchaser Entity iPayment and iPayment Merger Sub in accordance with its terms, terms (except to the extent that as such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium reorganization, moratorium, fraudulent conveyance or similar laws and other laws of general application now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and general equitable principles, regardless of whether enforceability is considered in a proceeding in law or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”in equity). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsSPAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, SPAC and (b) other than the Required Purchaser Stockholder SPAC Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party which are to be executed contemporaneously with the execution of this Agreement or to consummate the transactions contemplated hereby and therebythereby (and, with respect to Ancillary Documents to be entered into after the date of this Agreement, any requisite corporate proceedings on the part of SPAC necessary to authorize the execution and delivery of such Ancillary Document shall have taken place prior to the execution and delivery thereof). On or prior to the date of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date), each Purchaser EntitySPAC’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consentmeeting, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders SPAC in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Cayman Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the PurchaserSPAC’s stockholders shareholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder SPAC Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Cayman Act (the “Purchaser SPAC Recommendation”), (iv) approved the Extension and directed that the Extension be submitted to SPAC’s shareholders for their approval, and (ivv) directed that this Agreement and the other Purchaser Stockholder SPAC Shareholder Approval Matters be submitted to the PurchaserSPAC’s stockholders shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity SPAC is or will be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntitySPAC, enforceable against that Purchaser Entity SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-set off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each The Purchaser Entity and each Merger Sub has all requisite corporate or other organizational power and authority (as applicable) to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject subject, in the case of the Purchaser, to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser EntityBoard, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which a Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other organizational action and no other corporate or organizational actions or proceedings, other than as set forth elsewhere in the Agreement, on the part of such Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which such Merger Sub is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date)Purchaser Board, each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held meeting or by the execution of a unanimous written consentconsent pursuant to the Organizational Documents of the Purchaser, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the MergerMergers, are advisable, fair to and in the best interests of each Purchaser Entityand Purchaser’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicablestockholders, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger Agreement and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) Mergers and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which the Purchaser or a Purchaser Entity Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity or such Merger Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityor such Merger Sub, enforceable against that the Purchaser Entity or such Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser EntityPurchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser EntityPurchaser, and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and transactions contemplated hereby are advisable, fair to, and in the best interests of, Purchaser Support Agreementsand its shareholders, when delivered (ii) approved this Agreement and the transactions contemplated by this Agreement in accordance with the Cayman Companies Act, (iii) directed that this Agreement be submitted to Purchaser, will be in full force ’s shareholders for approval and effect(iv) resolved to recommend that Purchaser’s shareholders adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date), each Purchaser EntityPurchaser’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consentmeeting, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the MergerMergers, are advisable, fair to and in the best interests of each Purchaser Entityand Purchaser’s stockholders shareholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Cayman Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the Purchaser’s stockholders shareholders vote in favor of the approval of this Agreement, the Merger Mergers and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Cayman Act (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsSPAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, SPAC and (b) other than the Required Purchaser Stockholder SPAC Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date), each Purchaser EntitySPAC’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consentmeeting, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders SPAC in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Cayman Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the PurchaserSPAC’s stockholders shareholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder SPAC Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Cayman Act (the “Purchaser SPAC Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder SPAC Shareholder Approval Matters be submitted to the PurchaserSPAC’s stockholders shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity SPAC is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntitySPAC, enforceable against that Purchaser Entity SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser EntityPurchaser’s board of directors, by resolutions adopted at a meeting duly called and held meeting or in writing as permitted by unanimous written consentPurchaser’s memorandum and articles of association, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entityand Purchaser’s stockholders shareholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the Purchaser’s stockholders shareholders vote in favor of the approval of this Agreement, the Merger Merger, and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Act (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each The Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Purchaser, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (a) determined that this Agreement and the Zalatoris Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Purchaser Support Agreementsand its stockholders, when delivered (b) approved this Agreement and the Zalatoris Merger and the other transactions contemplated by this Agreement in accordance with law, (c) directed that this Agreement be submitted to the Purchaser, will be in full force ’s stockholders for adoption and effect(d) resolved to recommend that the Purchaser’s stockholders adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity of iPayment and iPayment Merger Sub has all requisite the corporate power and authority to execute and deliver enter into this Agreement and each Ancillary Document the other documents and instruments to which it is a partybe executed and delivered by iPayment and iPayment Merger Sub pursuant hereto (collectively, to perform each Purchaser Entity’s respective obligations hereunder and thereunder the "iPayment Documents"), and to consummate the Merger and the other transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party the iPayment Documents, and the consummation of the transactions contemplated hereby and thereby (a) hereby, have been duly authorized and validly authorized approved by the board Board of Directors of iPayment at a meeting duly called and held and at which a quorum was present and acting throughout, by the requisite affirmative vote of the directors of each Purchaser EntityiPayment, and (b) other than the Required Purchaser Stockholder ApprovalBoard of Directors of iPayment has determined that the Merger is in the best interests of iPayment and its stockholders and approved this Agreement and the Merger. The execution and delivery of this Agreement and the iPayment Documents, no and the consummation of the transactions contemplated hereby, have been duly authorized and approved by the Board of Directors of iPayment Merger Sub, and by iPayment as the sole stockholder of iPayment Merger Sub, and the Board of Directors of iPayment Merger Sub has determined that the Merger is in the best interests of iPayment Merger Sub and its stockholders and approved this Agreement and the Merger. No other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is iPayment or iPayment Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation by iPayment and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date iPayment Merger Sub of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity iPayment and iPayment Merger Sub, and, assuming the due authorization, execution and delivery of by FMBS, this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, constitutes the valid and binding agreement and obligation of the corresponding Purchaser EntityiPayment and iPayment Merger Sub, enforceable against that Purchaser Entity iPayment and iPayment Merger Sub in accordance with its terms, terms (except to the extent that as such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium reorganization, moratorium, fraudulent conveyance or similar laws and other laws of general application now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and general equitable principles, regardless of whether enforceability is considered in a proceeding in law or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”in equity). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity of the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsTransactions. The execution and delivery of this Agreement and each Ancillary Document to which it (a) the Company is a party and the consummation of the transactions contemplated hereby and thereby (a) Transactions, have been duly and validly authorized by the board of directors of each Purchaser Entitythe Company in accordance with the Company’s Organizational Documents and the Israeli Companies Law, and (b) Merger Sub is a party and the consummation of the Transactions, have been duly and validly authorized by the board of directors of Merger Sub and by the Company as sole shareholder of Merger Sub in accordance with Merger Sub’s Organizational Documents, the Delaware Law, and any other than applicable Law and any Contract to which Merger Sub or the Required Purchaser Stockholder Approval, no Company is a party or bound. No other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to Transactions other than the date approval of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including Transaction by the Merger, are advisable, fair to and in Company’s shareholders as required by the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) Existing Articles and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Israeli Companies Law (the “Purchaser RecommendationRequired Company Shareholder Approval”). Except as set forth in Schedule 4.2, Other than the Required Company Shareholder Approval, there is no shareholder of the Company or any Target Company whose Consent (other than as set forth in the Existing Articles) is required for the execution of this Agreement by the Company and (iv) directed that the performance by the Company of its obligations under this Agreement and the other Purchaser Stockholder Approval Matters be submitted Ancillary Documents to the Purchaser’s stockholders for their approval and adoptionwhich it is a party. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company or Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity andCompany or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser Entitysuch Party, enforceable against that Purchaser Entity such Party in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of Required Company Shareholder Approval and the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Ordinary Shares representing at least the Required Company Shareholder Approval, will be and such Voting Agreements are in full force and effecteffect subject to the Enforceability Exception.

Authorization; Binding Agreement. Each The Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Purchaser, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (a) determined that this Agreement and the Zalatoris II Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Purchaser Support Agreementsand its stockholders, when delivered (b) approved this Agreement and the Zalatoris II Merger and the other transactions contemplated by this Agreement in accordance with law, (c) directed that this Agreement be submitted to the Purchaser, will be in full force ’s stockholders for adoption and effect(d) resolved to recommend that the Purchaser’s stockholders adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party has been or shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, Purchaser Support Agreementsand its shareholders, when delivered by (ii) approved this Agreement and the Merger and the Transactions contemplated hereby and thereby in accordance with the Companies Act, (iii) directed that this Agreement be submitted to the Purchaser’s shareholders for adoption, will be in full force and effect(iv) resolved to recommend that the Purchaser’s shareholders adopt this Agreement.

Authorization; Binding Agreement. Each The Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsContemplated Transactions. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby Contemplated Transactions (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Purchaser, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionContemplated Transactions. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Ancillary Documents and the Contemplated Transactions are advisable, fair to, and in the best interests of, the Purchaser Support Agreementsand its stockholders and (ii) approved this Agreement, when delivered by the Purchaser, will be Ancillary Documents and Contemplated Transactions in full force and effectaccordance with the DGCL .

Authorization; Binding Agreement. Each The Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it Purchaser is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Purchaser, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws Laws and other laws Laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors has by resolutions duly adopted at a meeting duly called and held, as of the date of this Agreement, (a) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Purchaser Support Agreementsand its stockholders, when delivered (b) approved and adopted this Agreement and the Ancillary Documents to which it is a party and approved the Merger and the other transactions contemplated by hereby and thereby, and (c) recommended the approval and adoption of this Agreement, the Ancillary Documents to which it is a party, the Merger, and the other transactions contemplated hereby and thereby by the Purchaser, will be in full force and effect’s stockholders.

Authorization; Binding Agreement. Each Purchaser Entity Agribrands has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution and delivery of this Agreement and each Ancillary Document the other agreements and documents referred to herein to which it Agribrands is or will be a party or a signatory (the "Agribrands Ancillary Agreements") and the consummation of the -------------------------------- transactions contemplated hereby and thereby (a) thereby, including, but not limited to, the Agribrands Merger, have been duly and validly authorized by the board Agribrands' Board of directors of each Purchaser EntityDirectors, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of Agribrands or any Purchaser Entity is Agribrands Subsidiary are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby (other than the approval and thereby. On or prior to the date adoption of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agribrands Merger Agreement and the transactions contemplated hereby, including hereby and thereby by the Merger, are advisable, fair to and in the best interests shareholders of each Purchaser Entity’s stockholders Agribrands in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) Missouri Code and the BVI Act, as applicable, (ii) approved Articles of Incorporation and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor Bylaws of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionAgribrands). This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity andAgribrands and constitutes, assuming the due authorization, and upon execution and delivery of thereof as contemplated by this Agreement and such Agreement, the Agribrands Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall Agreements will constitute, the legal, valid and binding obligation agreements of the corresponding Purchaser EntityAgribrands, enforceable against that Purchaser Entity Agribrands in accordance with its and their respective terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium or other similar laws and other laws of general application affecting the enforcement of creditors’ ' rights generally or and by any applicable statute principles of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief equity (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “"Enforceability Exceptions”"). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.--------------------------

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsCompany Unitholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors of each Purchaser Entity, managers in accordance with the Company’s Organizational Documents and the DLLCA and (b) other than the Required Purchaser Stockholder Company Unitholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, limited liability company proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its members, (ii) approved this Agreement, the Mergers and the other transactions contemplated by this Agreement in accordance with the DLLCA and its Organizational Documents, (iii) directed that this Agreement be submitted to the Company Unitholders for adoption and (iv) resolved to recommend that the Company Unitholders adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Units representing at least the Required Company Unitholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity Such Company Stockholder has all requisite power (or corporate power in the case of Atlas FinTech) and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitysuch Company Stockholder’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. In the case of Atlas FinTech, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it such Company Stockholder is or is required to be a party and the consummation of the transactions contemplated hereby and thereby Contemplated Transactions, (a) have been duly and validly authorized by the such Company Stockholder’s board of directors in accordance with such Company Stockholder’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which such Company Stockholder or any of each Purchaser Entity, its stockholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is such Company Stockholder are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionContemplated Transactions. This Agreement has been, and each Ancillary Document to which a Purchaser Entity such Company Stockholder is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, such Company Stockholder and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser Entitysuch Company Stockholder, enforceable against that Purchaser Entity such Company Stockholder in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support AgreementsIn the case of Atlas FinTech, when delivered such Company Stockholder’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with such Stockholder’s Organizational Documents (i) determined that this Agreement and the PurchaserSecond Merger and the Contemplated Transactions by are advisable, will be fair to, and in full force the best interests of, such Company Stockholder and effectits stockholders, and (ii) approved this Agreement and the Second Merger and the Contemplated Transactions in accordance with the WBCA.

Authorization; Binding Agreement. Each of the Purchaser Entity and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entityof the Purchaser’s and Xxxxxx Sub’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, thereby subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each the Purchaser Entityand Merger Sub, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a each of the Purchaser Entity and Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity andand Merger Sub, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityand Merger Sub, enforceable against that against, as applicable, the Purchaser Entity and Merger Sub in accordance with its respective terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Purchaser Support Agreementsand its stockholders, when delivered (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Purchaser’s stockholders for adoption, will be in full force and effect(iv) resolved to recommend that the Purchaser’s stockholders adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity DMAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, DMAC and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is DMAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser EntityDMAC’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consentmeeting, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser EntityDMAC and DMAC’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the PurchaserDMAC’s stockholders vote in favor of the approval of this Agreement, the Merger Merger, and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser DMAC Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s DMAC stockholders for their approval and adoptionapproval, provided that, for the avoidance of doubt, each of the foregoing shall be subject to the provisions of Section 8.11(f). This Agreement has been, and each Ancillary Document to which a Purchaser Entity DMAC is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity DMAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityDMAC, enforceable against that Purchaser Entity DMAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each of the Purchaser Entity and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entityof the Purchaser’s and Merger Sub’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each the Purchaser Entityand the board of directors of the Merger Sub, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity or Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity or Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that the Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Purchaser Support Agreementsand its stockholders, when delivered (ii) authorized and approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Purchaser, will be in full force ’s stockholders for adoption and effect(iv) resolved to recommend that the Purchaser’s stockholders adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity has Parent and Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby hereby, (ai) have been duly and validly authorized by the board Board of directors Directors of each Purchaser EntityParent and Merger Sub, and (bii) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby, other than receipt of the Required Parent Vote (as defined herein). The affirmative vote of the stockholders of Parent holding at least a majority of the issued and each Ancillary Document outstanding Common Stock of Parent (the “Required Parent Vote”) is necessary to which it is a party or approve and adopt this Agreement, all Proxy Matters (except the Warrantholder Proposal (as defined herein)) and to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement thereby (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI ActRequired Warrantholder Vote (as defined herein) is required to approve the Warrantholder Proposal, as applicableprovided, however, that stockholders of Parent holding thirty percent (ii30%) approved and adopted this Agreement, or more of the shares of Common Stock sold in Parent’s initial public offering shall not have voted against the Merger and exercised their conversion rights under the other transactions contemplated by this Agreement in accordance with Certificate of Incorporation to convert their shares of Common Stock into a cash payment from the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionTrust Fund. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity and, each of Parent and Merger Sub and (assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents hereof by the other parties hereto and theretoCompany) constitutes the legal, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityeach of Parent and Merger Sub, enforceable against that Purchaser Entity each of Parent and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has Parent, Acquiror and -------------------------------- Acquisition Subsidiary have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution and delivery of this Agreement and each Ancillary Document the other agreements and documents referred to herein and to be executed in connection herewith to which it Parent, Acquiror or Acquisition Subsidiary is or will be a party or a signatory (the "Acquiror Ancillary Agreements") and the consummation of the ----------------------------- transactions contemplated hereby and thereby (a) including, but not limited to, the Merger have been duly and validly authorized by the board respective Boards of directors Directors of each Purchaser EntityParent, Acquiror and Acquisition Subsidiary, as appropriate, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is Parent, Acquiror or Acquisition Subsidiary are necessary to authorize the execution and delivery of this Agreement and each the Acquiror Ancillary Document to which it is a party Agreements or to consummate the transactions contemplated hereby and or thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity andeach of Parent, assuming the due authorizationAcquiror and Acquisition Subsidiary and constitutes, and upon execution and delivery of thereof as contemplated by this Agreement and such Agreement, the Acquiror Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall Agreements will constitute, the legal, valid and binding obligation agreements of the corresponding Purchaser EntityParent, Acquiror and Acquisition Subsidiary, enforceable against that Purchaser Entity each of Parent, Acquiror and Acquisition Subsidiary in accordance with its and their respective terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity Party has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it such Purchaser Party is or is required to be a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it each Purchaser Party is or is required to be a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board boards of directors of each the Purchaser, Pubco and Purchaser EntityMerger Sub in accordance with their respective Organizational Documents and the DGCL and the sole member of Company Merger Sub in accordance with its Organizational Documents and the DLLCA, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any a Purchaser Entity is Party are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is or is required to be a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date), each Purchaser EntityPurchaser’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consentmeeting, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entitythe Purchaser’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational DocumentsDGCL, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a each Purchaser Entity Party is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding such Purchaser Entity Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding such Purchaser EntityParty, enforceable against that such Purchaser Entity Party in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors of each Purchaser Entity, in accordance with the Company’s Organizational Documents and the DGCL and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the Purchaser, will be in full force and effectCompany include holders representing at least the Required Company Stockholder Approval.

Authorization; Binding Agreement. Each Purchaser Entity has Parent and each Parent Subsidiary have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party and the consummation of the transactions contemplated hereby and thereby thereby, (ai) have been duly and validly authorized by the board Parent Board, the Merger Sub Board and Parent (as the sole member of directors of each Purchaser Entity, Merger Sub) and (bii) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of Parent or any Purchaser Entity is Parent Subsidiary are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party or to consummate the Merger, and the other transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document ancillary agreement to which a Purchaser Entity is Parent and each Parent Subsidiary are a party shall be, be when delivered, duly and validly executed and delivered by each of Parent and the corresponding Purchaser Entity and, Parent Subsidiaries and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents ancillary agreements by the other parties hereto Company and thereto, the Members party thereto constitutes, or when delivered shall constitute, the legal, valid and binding obligation of each of Parent and the corresponding Purchaser EntityParent Subsidiaries party thereto, enforceable against that Purchaser Entity each of Parent and the Parent Subsidiaries party thereto in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. Unless Parent has opted out of Section 203 of the court from DGCL or Section 203 of the DGCL otherwise does not apply to Parent (and in which such relief may be sought (collectivelycase the following representation or warranty is not being made by Parent), the “Enforceability Exceptions”)Parent Board has approved this Agreement and ancillary agreements related hereto and the transactions contemplated hereby and thereby for purposes of Section 203 of the DGCL. The Purchaser Support AgreementsTo the knowledge of Parent, when delivered no other state takeover statute is applicable to Parent as it relates to the Merger or other transactions contemplated by this Agreement or the Purchaser, will be in full force and effectancillary agreements related thereto.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsWritten Consent. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors and the Company Stockholder in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its stockholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder ApprovalWritten Consent, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”). The Purchaser Support AgreementsCompany and the Company Stockholder, when delivered (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the PurchaserDGCL, will (iii) directed that this Agreement be in full force submitted to the Company Stockholder for adoption and effect(iv) resolved to recommend that the Company Stockholder adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity The Company and each of the other Target Companies has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s and each Purchaser EntityTarget Company’s respective obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it the Company and each Target Company is or is required to be a party and the consummation of the transactions Transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Company or Target Company, as the case may be, (if applicable) in accordance with the Company’s Organizational Documents, the Cayman Companies Act and any other applicable Law and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Company of any Purchaser Entity is Target Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions Transactions contemplated hereby and thereby. On or prior to thereby (other than the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law Company Shareholders Approval (as amended, the “DGCL”defined below) and the BVI filing and recordation of appropriate merger documents as required by the Cayman Companies Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption). This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser Entity, Company enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. Other than the Company Shareholders Approval, there is no consent required of the court from which such relief may be sought (collectivelyholders of any class or series of Company Ordinary Shares or other Company Shareholders to approve the Mergers, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered First Merger Plan of Merger or the Transactions contemplated by the Purchaser, will be in full force and effectthis Agreement.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the AgreementAgreement (including, without limitation, the filing of the Amended Purchaser Charter), on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI SubAgreement, from the BVI Sub Joinder Date), each Purchaser EntityPurchaser’s board of directors, by resolutions adopted either at a meeting duly called and held meeting or by unanimous written consenta resolution in writing, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser EntityPurchaser’s stockholders shareholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Cayman Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the Purchaser’s stockholders shareholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL Cayman Act and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Purchaser Charter (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity Party has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each such Purchaser EntityParty’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby Contemplated Transactions (a) have been duly and validly authorized by the board of directors of each Purchaser Entityand the board of directors of the Merger Subs and New Pubco, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is Parties are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionContemplated Transactions. This Agreement has been, and each Ancillary Document to which a Purchaser Entity Parties is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity Parties and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Mergers and the Contemplated Transactions are advisable, fair to, and in the best interests of, Purchaser Support Agreementsand its stockholders, when delivered by (ii) approved this Agreement and the Mergers and the Contemplated Transactions in accordance with the DGCL, (iii) directed that this Agreement be submitted to Purchaser, will be in full force ’s stockholders for adoption and effect(iv) resolved to recommend that Purchaser’s stockholders adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity The SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe SPAC’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsSPAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the SPAC is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser EntitySPAC Board, and (b) other than the Required Purchaser Stockholder SPAC Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of any Purchaser Entity is the SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the SPAC is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntitySPAC, enforceable against that Purchaser Entity the SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws Laws and other laws Laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support AgreementsSPAC’s Board has by resolutions duly adopted at a meeting duly called and held, when delivered as of the date of this Agreement, (i) determined that this Agreement, the Amalgamation and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the SPAC Shareholders, (ii) approved and adopted this Agreement and the Ancillary Documents to which it is a party and approved the Amalgamation and the other transactions contemplated by hereby and thereby, and (iii) recommended the approval and adoption of this Agreement, the Ancillary Documents to which it is a party, the Amalgamation, and the other transactions contemplated hereby and thereby by the Purchaser, will be in full force and effectSPAC Shareholders.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser EntityPurchaser’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consentmeeting, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entityand Purchaser’s stockholders shareholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the Purchaser’s stockholders shareholders vote in favor of the approval of this Agreement, the Merger Merger, and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Act (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders Purchaser shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser EntityPurchaser’s board of directors, by resolutions adopted at a meeting duly called and held meeting or in writing as permitted by unanimous written consentPurchaser’s memorandum and articles of association, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Cayman Companies Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the Purchaser’s stockholders shareholders vote in favor favour of the approval of this Agreement, the Merger Merger, and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Cayman Companies Act (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser EntityPurchaser’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consentmeeting, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entityand Purchaser’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicableNRS, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger Merger, and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents NRS (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s Purchaser stockholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors of each Purchaser Entityin accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by unanimous written consent (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”). The Purchaser Support AgreementsCompany and its stockholders, when delivered (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the PurchaserDGCL, will (iii) directed that this Agreement be in full force submitted to the Company’s stockholders for adoption and effect(iv) resolved to recommend that the Company stockholders adopt this Agreement.

Authorization; Binding Agreement. Each The Purchaser Entity has and Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Purchaser’s respective or Merger Sub’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each the Purchaser Entityand Merger Sub and by the Purchaser as sole stockholder of Merger Sub, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of any the Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity or Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityand Merger Sub, enforceable against that the Purchaser Entity and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsCompany Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Company in accordance with the Company’s Organizational Documents, the BCBCA, any other applicable Law and any Contract to which the Company or any of its shareholders are party or by which its securities are bound and (b) other than obtaining the Required Purchaser Stockholder ApprovalCompany Approval at the Company Shareholder Meeting, the Interim Order and the Final Order, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party has been or shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company Party and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the court from which such relief may be sought Company’s Organizational Documents (collectivelyi) determined that this Agreement and the Arrangement and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and the Company Shareholders, (ii) approved this Agreement and the Arrangement and the other transactions contemplated by this Agreement in accordance with the BCBCA, (iii) directed that this Agreement be submitted to the Company’s shareholders for approval at the Company Shareholder Meeting and (iv) resolved to recommend that the Company’s shareholders approve this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the Purchaser, will be Supporting Company Shareholders are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity CardCash has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document the other agreements, instruments and certificates contemplated hereby to which it CardCash is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution execution, delivery and delivery performance by CardCash of this Agreement and each Ancillary Document the other agreements, instruments and certificates contemplated hereby to which it CardCash is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by all requisite corporate action on the part of CardCash (including, without limitation, by the board of directors of each Purchaser EntityCardCash), and (b) other except for the approval by a vote of not less than a majority of the Required Purchaser Stockholder ApprovalCardCash Stockholders (the “Requisite Company Vote”) at or prior to the Closing, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any Purchaser Entity is proceedings are necessary to authorize the execution and execution, delivery or performance of this Agreement and each Ancillary Document or any other agreements, instruments or certificates contemplated hereby to which it CardCash is a party party, or to consummate the transactions contemplated hereby and or thereby. On or prior This Agreement has been, duly and validly executed and delivered by CardCash, and, assuming the due authorization, execution and delivery by RDE and Merger Sub of this Agreement, this Agreement constitutes a legal, valid and binding obligation of CardCash, enforceable against CardCash in accordance with its terms, except to the date extent that enforceability thereof may be limited by the Enforceability Exceptions. When each other agreement, instrument or certificate contemplated hereby to which CardCash is or will be a party has been duly executed by CxxxXxxx, assuming the due authorization, execution and delivery by each other party thereto, such other agreement, instrument or certificate will constitute a legal, valid and binding obligation of this Agreement (CardCash, enforceable against CardCash in accordance with its terms, except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s extent that enforceability thereof may be limited by the Enforceability Exceptions. The board of directorsdirectors of CardCash, by resolutions adopted at a meeting duly called and held or by unanimous written consentresolution, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicableCardCash Stockholders, (ii) approved and adopted declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Agreement, including the Merger, in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational DocumentsDGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to the CardCash Stockholders for adoption, and (iv) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (CardCash Stockholders adopt the “Purchaser Recommendation”) and (iv) directed that agreement of merger” set forth in this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entity, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability ExceptionsCompany Board Recommendation”). The Purchaser Support Agreements, when delivered by ) and directed that such matter be submitted for consideration of the Purchaser, will be in full force and effectCardCash Stockholders.

Authorization; Binding Agreement. Each of the Purchaser Entity and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entityof the Purchaser’s respective and Merger Sub’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each the Purchaser Entityin accordance with the Purchaser’s Organizational Documents, the DGCL and any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity is or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity and Merger Sub is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser Entityand Merger Sub, enforceable against that the Purchaser Entity and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization insolvency and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its shareholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Company Stock representing at least the Required Company Stockholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Company Stockholder Approval and the Conversion ApprovalsApproval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors of each Purchaser Entityin accordance with the Company’s Organizational Documents, the Nevada Law or any other applicable Law or any material Contract to which the Company is a party or by which its securities are bound and (b) other than the Required Purchaser Company Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by an action in writing signed by all directors (i) determined that this Agreement and the court from which such relief may be sought (collectivelyMerger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”)Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the Nevada M&A Law, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the Purchaser, will be Company as of the date hereof are in full force and effect.

Authorization; Binding Agreement. Each of the Purchaser Entity Parties has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval Approval. Purchaser, as the sole stockholder of Merger Sub, has authorized, or will authorize immediately after the execution of this Agreement, the execution, delivery and performance of this Agreement and the Conversion ApprovalsAncillary Documents by and on behalf of Merger Sub and the consummation of the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each of the Purchaser EntityParties, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of any the Purchaser Entity Parties is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a the Purchaser Entity is Parties are a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity Parties and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityParties, enforceable against that each of the Purchaser Entity Parties in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity Party has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it such Purchaser Party is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval Approval. Purchaser as the sole stockholder of Pubco and Pubco as the sole stock stockholder of Purchaser Merger Sub and the Conversion Approvalssole member of Company Merger Sub has authorized, or will authorize immediately after the execution of this Agreement, the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Mergers and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and each Ancillary Document to which it each Purchaser Party is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser, Pubco and Purchaser EntityMerger Sub, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the AgreementAgreement (including the approvals of the sole equity holder of Pubco and the Merger Subs as noted in the prior sentence), on the part of any a Purchaser Entity is Party are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a each Purchaser Entity Party is a party has been or shall be, be when delivered, duly and validly executed and delivered by the corresponding such Purchaser Entity Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding such Purchaser EntityParty, enforceable against that the such Purchaser Entity Party in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The board of directors of each of Purchaser, Pubco and Purchaser Support AgreementsMerger Sub, when by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the applicable entity’s Organizational Documents, (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, such entity and its equity owners, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to its equity owners for adoption and (iv) resolved to recommend that such equity owners adopt this Agreement. The sole member of Company Merger Sub, by resolutions duly adopted at a meeting duly called and held or by action by written consent in accordance with its Organizational Documents, (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, Company Merger Sub and its members, and (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the Colorado Act. The Waiver Agreements delivered by the PurchaserPurchaser include holders of at least a majority of the outstanding Purchaser Class B Common Stock, will be and such Waiver Agreements are in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been duly and validly authorized by the Company’s board of directors managers in accordance with the Company’s Organizational Documents, the TBOC, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its members is a party or by which it or its securities are bound and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of managers, by resolutions duly adopted, has (i) determined that this Agreement and the court from which such relief may be sought (collectivelyContribution and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the “Enforceability Exceptions”). The Purchaser Support AgreementsCompany and its member, when delivered (ii) approved this Agreement and the Contribution and the other transactions contemplated by this Agreement in accordance with the PurchaserTBOC and the Company’s Organizational Documents, will (iii) directed that this Agreement be in full force submitted to the Company’s members for adoption and effect(iv) resolved to recommend that the Company’s members adopt this Agreement.

Authorization; Binding Agreement. Each Purchaser Entity has Bowmxx xxx Acquisition Subsidiary have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvalshereby. The execution and delivery of this Agreement and each Ancillary Document the other agreements and documents referred to herein to which it Bowmxx xx Acquisition Subsidiary is or will be a party or a signatory (the "Bowmxx Xxxillary Agreements") and the consummation of the transactions contemplated hereby and thereby (a) thereby, including, but not limited to, the Merger, have been duly and validly authorized by the board respective Boards of directors Directors of each Purchaser EntityBowmxx xxx Acquisition Subsidiary, as appropriate, and (b) other than the Required Purchaser Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of Bowmxx, Xxquisition Subsidiary or any Purchaser Entity is Bowmxx Xxxsidiary are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party the Bowmxx Xxxillary Agreements or to consummate the transactions contemplated hereby and thereby. On or prior to thereby (other than the date of this Agreement (except in each case as it relates to BVI Sub, from requisite approval by the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor Bowmxx xxxreholders of the approval adoption of this Agreement, the approval of the Merger and of the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicableBowmxx Xxxposals, and the Purchaser’s Organizational Documents (requisite approval by the “Purchaser Recommendation”) and (iv) directed that sole shareholder of Acquisition Subsidiary of this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionMerger). This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, when delivered, been duly and validly executed and delivered by the corresponding Purchaser Entity andeach of Bowmxx xxx Acquisition Subsidiary and constitutes, assuming the due authorization, and upon execution and delivery of thereof as contemplated by this Agreement and such Ancillary Documents by Agreement, the other parties hereto and thereto, constitutes, or when delivered shall Bowmxx Xxxillary Agreements will constitute, the legal, valid and binding obligation agreements of the corresponding Purchaser EntityBowmxx xxx Acquisition Subsidiary, enforceable against that Purchaser Entity each of Bowmxx xxx Acquisition Subsidiary in accordance with its and their respective terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsShareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby Transactions (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, Board and (b) other than the Required Purchaser Stockholder Shareholder Approval, no other corporate proceedingsproceedings (including any vote of holders of any class or series of securities of Purchaser), other than as set forth elsewhere in the this Agreement, on the part of any Purchaser Entity is are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyTransactions. On or prior to the date of this Agreement (except in each case as it relates to BVI SubThe Purchaser Board, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held meeting or in writing as permitted by unanimous written consentPurchaser’s Charter, has unanimously (i) determined that this Agreement Agreement, the Ancillary Documents to which it is party and the transactions contemplated herebyTransactions, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicableShareholders, (ii) approved and adopted this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational DocumentsAncillary Documents to which it is party, (iii) resolved to recommend recommended that the Purchaser’s stockholders Purchaser Shareholders vote in favor of the approval of this Agreement, the Merger Ancillary Documents to which it is party, the Merger, and the other Purchaser Stockholder Shareholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement Agreement, the Ancillary Documents to which it is party and the other Purchaser Stockholder Shareholder Approval Matters be submitted to the Purchaser’s stockholders Purchaser Shareholders for their approval approval. Purchaser has made available to the Company a complete and adoptioncorrect copy of the resolutions of the Purchaser Board referred to in clauses (i)-(iv) of the immediately preceding sentence, which such resolutions were duly adopted by written consent or at a duly called and held meeting of the Purchaser Board and have not been subsequently rescinded or modified in any way. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion general principles of the court from which such relief may be sought equity (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.

Authorization; Binding Agreement. Each Purchaser Entity The Company has all requisite corporate power and authority capacity to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform each Purchaser Entitythe Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsCompany Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the BCBCA, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its shareholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Stockholder Company Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the court from which such relief may be sought Company’s Organizational Documents (collectivelyi) determined that this Agreement and the Amalgamation and the other transactions contemplated hereby are in the best interests of, the “Enforceability Exceptions”)Company and its shareholders, (ii) approved this Agreement and the Amalgamation and the other transactions contemplated by this Agreement in accordance with the BCBCA, (iii) directed that this Agreement be submitted to the Company Common Shareholders for adoption and (iv) resolved to recommend that the Company Common Shareholders approve and adopt this Agreement. The Purchaser Support Agreements, when Voting Agreements delivered by the PurchaserCompany include holders of Common Company Shares whose votes attached to such Common Shares represent at least the minimum amount of votes to obtain the Required Company Shareholder Approval, will be and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of Purchaser Entity and the Norway Merger Subs has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform each Purchaser Entity’s respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Shareholder Approval, Norway Merger Sub 1 Shareholder Approval and the Conversion ApprovalsNorway Merger Sub 2 Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of each Purchaser Entity, and the Norway Merger Subs and (b) other than the Required Purchaser Stockholder Shareholder Approval, Norway Merger Sub 1 Shareholder Approval and Norway Merger Sub 2 Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is or the Norway Merger Subs are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entity’s board of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of each Purchaser Entity’s stockholders in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicable, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents (the “Purchaser Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoption. This Agreement has been, and each Ancillary Document to which a Purchaser Entity or the Norway Merger Subs is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entitysuch Party, enforceable against that Purchaser Entity such Party in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser Support Agreements, when delivered by the Purchaser, will be in full force and effect.