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 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 Purchaser Entity (a) 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 obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion Approvals(as defined below). 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 EntityBoard and, except for Stockholder Approval in accordance with the MGCL, and (b) other than the Required Purchaser Stockholder Approvalcharter and the bylaws of the Company, 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 this Agreement, the execution and delivery of this Agreement and each Ancillary Document to which it is a party Partnership Merger Agreement, the Merger, the Partnership Merger or to consummate the transactions contemplated hereby and or thereby. On or prior to This Agreement has been duly and validly executed and delivered by the date Company, and constitutes the legal, valid and binding agreement of this Agreement (the Company, enforceable against the Company 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 board of directors, such enforceability may be limited by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined bankruptcy, insolvency, reorganization, moratorium or other laws, now or hereafter in effect, relating to or limiting creditors' rights generally, and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedies of specific performance and injunctive and other forms of equitable relief are subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (b) The Board, based upon the recommendation of the Special Committee, has duly and validly approved and, subject to Stockholder Approval, taken all corporate action required to be taken by it for the consummation of the Merger and the Partnership Merger, and has adopted resolutions declaring the advisability of this Agreement and the transactions contemplated hereby, including the Merger and the Partnership Merger, are advisable, fair to and in recommending that the best interests holders of each Purchaser Entity’s stockholders in accordance with Common Shares approve the Delaware General Corporation Law Merger. The restrictions on "business combinations" (as amended, defined in Subtitle 6 of Title 3 of the “DGCL”MGCL) between the Company (or any affiliate thereof) and Acquiror (or any affiliate thereof) set forth in Subtitle 6 of Title 3 of the BVI Act, MGCL and the limitations on voting rights of shares of stock acquired in a "control share acquisition" (as applicable, (iidefined in Subtitle 7 of Title 3 of the MGCL) approved and adopted this Agreement, set forth in Subtitle 7 of Title 3 of the MGCL are inapplicable to 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 transactions provided 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”herein). 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 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 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 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 of OPC Mergerco and MITI -------------------------------- Mergerco 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 therebyhereby, subject to obtaining the Required Purchaser Stockholder Approval approval and adoption of this Agreement by the stockholders of Actava in accordance with the DGCL and the Conversion ApprovalsCertificate of Incorporation and By-laws of Actava. 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) hereby, including but not limited to the Mergers, have been duly and validly authorized by the board each of directors OPC Mergerco's Board of Directors and MITI Mergerco's Board of Directors and by Actava (through its Board of Directors), as sole stockholder of each Purchaser Entityof OPC Mergerco and MITI Mergerco, 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 Actava, OPC Mergerco or MITI Mergerco or any Purchaser Entity is subsidiary of any of them are necessary to authorize the execution and delivery of this Agreement by OPC Mergerco and each Ancillary Document to which it is a party MITI Mergerco or to consummate the transactions so 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 Sub, from by the BVI Sub Joinder Date), each Purchaser Entity’s board stockholders 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 Actava in accordance with the DGCL and the BVI ActCertificate of Incorporation and By-laws of Actava). This Agreement has been duly and validly executed and delivered by each of OPC Mergerco and MITI Mergerco, as applicableand, and each Purchaser Entity’s Organizational Documents, (iii) resolved subject to recommend that the Purchaser’s stockholders vote in favor of the approval and adoption of this Agreement, Agreement by the Merger and the other Purchaser Stockholder Approval Matters stockholders of Actava in accordance with the DGCL and the BVI ActCertificate of Incorporation and By-laws of Actava, as applicableconstitutes the legal, 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 agreement of the corresponding Purchaser Entityeach of OPC Mergerco and MITI Mergerco, enforceable against that Purchaser Entity each of OPC Mergerco and MITI Mergerco, in accordance with its 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 equity regarding the availability 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 effectremedies.

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 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 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 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 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 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 Parent 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 (as defined in Section 5.7) (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 forty percent (ii40%) approved and adopted this Agreement, or more of the shares of Parent Common Stock sold in Parent’s initial public offering shall not have voted against the Merger and exercised their redemption rights under the other transactions contemplated Certificate of Incorporation to redeem their shares of Parent Common Stock into a cash payment from the trust fund established by this Agreement in accordance with Parent for the DGCL and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s benefit of its public 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 RecommendationTrust Fund”) 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 and, each of Parent and Merger Sub and (assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents hereof by Chaparral) constitutes the other parties hereto and theretolegal, 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 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 BGHL 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 EntityBGHL’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 ApprovalsBlue Shareholders’ Approval. The execution and delivery of this Agreement and each Ancillary Document to which it BGHL 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 BGHL’s board of directors in accordance with BGHL’s Organizational Documents, applicable Law or any Contract to which BGHL or any of each Purchaser Entity, Blue Shareholders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Stockholder Approval, Blue Shareholders’ Approval no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is BGHL 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 BGHL is or is required to be a Purchaser Entity is a party shall beparty, when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity and, BGHL 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 will constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityBGHL, enforceable against that Purchaser Entity BGHL 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 and subject, as to enforceability, to general principles 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 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 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 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 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 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 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 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 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 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 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 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 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 Shareholder 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 Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the AgreementAgreement (including the equity holder approvals 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 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 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 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 CardSync, 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 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 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 Hxxxxxxx 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 Hxxxxxxx, and no other parties hereto limited partnership or other proceedings on the part of Parent or Hxxxxxxx, 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 Hxxxxxxx and constitute the legal, constitutes, or when delivered shall constitute, the valid and binding obligation agreements of the corresponding Purchaser EntityParent and Hxxxxxxx, enforceable against that Purchaser Entity Parent and Hxxxxxxx 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 Purchaser Entity Subject to filing the Amended Pubco Charter, each of Pubco 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, and, subject to the approval by the director and members of Merger Sub of the Plan of Merger and the approval by the director of Merger Sub of the Articles of Merger, 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 Entity, Pubco and (b) other than the Required Purchaser Stockholder Approval, Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including the filing of the Amended Pubco Charter and approval of the Plan of Merger and Articles of Merger), on the part of any Purchaser Entity is Pubco 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 Pubco or 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 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 or will be a party, to perform each Purchaser Entitysuch Party’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Stockholder Shareholder Approval (and with respect to Merger Sub, delivery of the Conversion ApprovalsMerger Sub Written Consent in accordance with Section 5.22). The execution and delivery of this Agreement and each Ancillary Document to which it is or will be 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 Entity(including that, as of the date hereof, the board of directors of the Purchaser has unanimously made, and has not revoked, the Purchaser Board Recommendation), and (b) other than the Required Purchaser Stockholder ApprovalShareholder Approval (and with respect to Merger Sub, delivery of the Merger Sub Written Consent in accordance with Section 5.22), 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 or will 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 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, 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 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 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 AgreementsOn or prior to the date of this Agreement, when delivered by the board of directors of the Purchaser, will by resolutions duly adopted at a meeting duly called and held or by unanimous written consent in accordance with the Purchaser’s Organizational Documents, (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Purchaser and its equity owners, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the Cayman Islands Companies Act and the Purchaser’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s equity owners vote in favor of the approval of this Agreement, the Merger and the other Purchaser Shareholder Approval Matters in accordance with the Cayman Islands Companies Act, the DGCL and the Purchaser’s Organizational Documents, and (iv) directed that this Agreement, the Merger and the other Purchaser Shareholder Approval Matters be in full force submitted to the Purchaser’s equity owners for their approval and effectadoption.

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 Entityand stockholders in accordance with the Company’s Organizational Documents, the CGCL and DGCL, as applicable and 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 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 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 (assuming that this Agreement and the Ancillary Documents to which the Company is or is required to be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto and thereto), 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, the “Enforceability Exceptions”). The Purchaser Support AgreementsConversion and the other transactions contemplated by this Agreement are advisable, when delivered fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger, the Conversion and the other transactions contemplated by this Agreement in accordance with the PurchaserCGCL, will (iii) directed that this Agreement and the transactions contemplated hereby 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 and the Merger, the Conversion and the other transactions contemplated hereby.

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 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 (a) 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 (ai) 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 (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 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 except for obtaining Required Company Shareholder Approval and the date approval of this Agreement the Arrangement by the Court. (except in each case as it relates to BVI Sub, from the BVI Sub Joinder Date), each Purchaser Entityb) The Company’s board of directorsBoard, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consentconsent in accordance with its Organizational Documents, has (i) determined that this Agreement Agreement, and thereby the Ancillary Documents, and the Arrangement, the Amalgamation and the other transactions contemplated hereby, including the Merger, hereby and thereby are advisable, fair to the Company Shareholders 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 applicableCompany, (ii) approved and adopted this Agreement, the Merger Ancillary Documents, and approved the Arrangement, the Amalgamation and the other transactions contemplated by this Agreement hereby and thereby in accordance with the DGCL applicable Law and the BVI Act, as applicable, and each Purchaser Entity’s Organizational Documents, (iii) resolved to recommend recommended that the PurchaserCompany’s stockholders Shareholders vote in favor of the Arrangement Resolution. Except for the Required Company Shareholder Approval and approval of this Agreementthe Arrangement by the Court, no additional approval or vote of any holders of voting or other equity interests of the Merger Company would then be necessary to approve 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 adopt this Agreement and the other Purchaser Stockholder Approval Matters be submitted to Ancillary Documents and approve the Purchaser’s stockholders for their approval transactions contemplated hereby and adoption. thereby. (c) This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is a party shall 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 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 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 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 shareholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity is a party 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 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 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 include holders of Purchaser Stock representing at least the Required Purchaser Stockholder Approval, and such Purchaser Support Agreements 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 ODC, 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 Approvals. 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) thereby, 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 contemplated hereby and thereby, including the Plan of Merger, have been duly and validly authorized and adopted 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 Cayman Islands Law, 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 therebythereby other than obtaining the Required Company Shareholder Approval. On Other than the shareholders of the Company whose Consent is required under the Required Company Shareholder Approval, there is no shareholder or prior to other security holder of the date Company or any Target Company whose Consent is required for the execution of this Agreement (except in each case as it relates to BVI Sub, from or any Ancillary Document by the BVI Sub Joinder Date), each Purchaser Entity’s board Company and the performance by the Company of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that its obligations under 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 Ancillary Documents or consummation 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 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, will be Company Ordinary A Shares and Company Preferred Shares whose affirmative vote is sufficient to obtain the Required Company Shareholder Approval, and such Voting Agreements are in full force and effecteffect subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each Purchaser Entity (a) ParagonEx 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 EntityParagonEx’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 ParagonEx 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 EntityParagonEx in accordance with ParagonEx’s Organizational Documents, the BVI Act, any other applicable Law and any Contract to which ParagonEx or any of its shareholders are party or 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 ParagonEx 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 ParagonEx 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, ParagonEx 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 EntityParagonEx, enforceable against that Purchaser Entity ParagonEx 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 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 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 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 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 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 Purchaser, as the corresponding Purchaser Entity case may be, 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 by Purchaser shall constitute, the valid and binding obligation of the corresponding Purchaser EntityPurchaser, enforceable against that Purchaser Entity in accordance with its terms. Each of Seller and 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 and perform its obligations hereunder and thereunder, as applicable, and to consummate the transactions contemplated hereby and thereby. Each of Seller and the Company have taken all corporate and shareholder action necessary to duly and validly authorize the execution and delivery of this Agreement and each Ancillary Document to which Seller or the Company is a party and to authorize the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and the Company and is a valid and binding agreement of Seller and the Company, enforceable against each of Seller and the Company in accordance with its terms, in each case 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 (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 Transactions and thereby, subject subject, in the case of the Purchaser, 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 the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby (a) have been favorably recommended by the Special Committee to the board of directors of Purchaser, (b) have been duly and validly authorized by the board of directors of each Purchaser Entitythe Purchaser, and (bc) 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 The execution and delivery of this Agreement (except and each Ancillary Document to which 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 each case as it relates the Agreement, on the part of Merger Sub are necessary to BVI Sub, from authorize the BVI Sub Joinder Date), each Purchaser Entity’s board execution and delivery of directors, by resolutions adopted at a meeting duly called and held or by unanimous written consent, (i) determined that this Agreement and each Ancillary Document to which Merger Sub is a party or to consummate the transactions contemplated hereby, including the Merger, are advisable, fair to hereby 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 adoptionthereby. 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, 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 Merger Sub, enforceable against that the Purchaser Entity or 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 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 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 Holder 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 DLLCA, any other applicable Law or any Contract to which the Company or any of each Purchaser Entity, its equity holders is a party or by which it or its securities are bound and (b) other than the Required Purchaser Stockholder Company Holder 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 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 Company Merger and the other transactions contemplated by this Agreement in accordance with the PurchaserDLLCA, 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 PHP Ventures 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 PHP Ventures 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 Special Committee and the board of directors of each Purchaser Entity, PHP Ventures and (b) other than the Required Purchaser PHP Ventures Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of any Purchaser Entity is PHP Ventures 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 Entity’s PHP Ventures’ 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 PHP Ventures in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BVI Act, as applicableLaw, (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 PHP Ventures’ stockholders vote in favor of the approval of this Agreement, the Merger and the other Purchaser PHP Ventures’ Stockholder Approval Matters in accordance with the DGCL and the BVI Act, as applicable, and the Purchaser’s Organizational Documents Delaware Law (the “Purchaser SPAC Recommendation”) and (iv) directed that this Agreement and the other Purchaser PHP Ventures’ Stockholder Approval Matters be submitted to the Purchaser’s PHP Ventures’ stockholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity PHP Ventures is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity PHP Ventures 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 EntityPHP Ventures, enforceable against that Purchaser Entity PHP Ventures 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 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 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 Shareholder 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 Entityand Merger Sub, 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 each of the Purchaser Entity is and 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 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 each 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 Agreementsboard of directors, when delivered 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 and its shareholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the Cayman Islands Companies Law and the applicable provisions of the DGCL, (iii) directed that this Agreement be submitted to the Purchaser, will be in full force ’s shareholders for adoption and effect(iv) resolved to recommend that the Purchaser’s shareholders 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, 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 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 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 Stockholder Approval and the Conversion ApprovalsTransactions. 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 (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 any other applicable Law and any Contract to which the Company is a party or bound. The board of directors of the Company has unanimously (a) determined that this Agreement, the Transactions and the Ancillary Documents are fair, advisable and in the best interests of the Company and the Company Shareholders, (b) other than approved and recommended to the Required Purchaser Stockholder ApprovalCompany Shareholders Company’s shareholders the adoption and approval of this Agreement, no and the 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. 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 Transactions (including, for the date sake of this Agreement (except in each case as it relates to BVI Subclarity, from the BVI Sub Joinder Date), each Purchaser Entity’s board Pro Rata Distribution) other than the approval 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 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”) 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 PurchaserCompany’s Organizational Documents and the Israeli Companies Law, which approval (including the requisite majority therefor) set forth on Schedule 4.2(i) is true and accurate in all respects (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 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 is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity andCompany, 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 PurchaserSignificant Company Shareholders include holders of Company Ordinary Shares and Company Preferred 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 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 by the Note Purchase Agreement, including the Merger, Tender Offer and Exchange Offer (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 and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby hereby, other than receipt of the Required Parent Vote (as defined below). The affirmative vote of the stockholders of Parent holding at least a majority of the issued and thereby. On or prior outstanding Common Stock of Parent (the “Required Parent Vote”) is necessary 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 approve and held or by unanimous written consent, (i) determined that adopt this Agreement and to consummate the transactions contemplated hereby, hereby (including the Merger), are advisableprovided, fair to and further, that stockholders of Parent holding thirty percent (30%) or more of the shares of Common Stock sold in the best interests of each Purchaser EntityParent’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, 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 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 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 (a) the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby (a) thereby, have been duly and validly authorized by the board of directors and board of each Purchaser Entitycommissioners and the shareholders of the Company in accordance with the Company’s Organizational Documents, the Indonesian Company Law, any other applicable Law and any Contract to which the Company or any of its shareholders is a party or bound, and (b) Merger Sub is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the board of directors and the shareholders of Merger Sub in accordance with Merger Sub’s Organizational Documents, the Cayman Islands Companies Act, any other than the Required Purchaser Stockholder Approvalapplicable Law and any Contract to which Merger Sub or any of its shareholders is a party or bound. Except as set forth on Schedule 4.2, 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 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 or Merger Sub is or is required to be 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 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 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 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 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 (a) EUR has all requisite corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and each Ancillary Document the other Transaction Agreements to which it is a party, to perform each Purchaser Entity’s ; and (ii) carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby the Transaction Agreements to which it is a party (including, the Share Exchange), in each case, subject to obtaining the Required Purchaser Stockholder Approval consents, approvals, authorizations and other requirements described in Section 6.3. Subject to the Conversion Approvals. The receipt of the affirmative vote to adopt this Agreement of a majority of the votes cast by EUR Shareholders present in person or represented by proxy at EUR Shareholders Meeting and entitled to vote thereon, the execution and delivery by EUR of this Agreement and each Ancillary Document the other Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (a) Transactions have been (or, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized by all requisite actions, including approval by its board of directors, as required by Applicable Law. No other corporate proceeding on the part of EUR is necessary to authorize this Agreement. (b) The board of directors of each Purchaser EntityEUR (the “EUR Board”), as of the date of this Agreement, acting unanimously, has (i) declared that this Agreement and the consummation of the Transactions are in the best interests of EUR and EUR Shareholders, (ii) approved this Agreement and the Transactions, (iii) authorized the execution, delivery and performance of this Agreement, (iv) directed that the Transactions be submitted to EUR Shareholders for consideration, and (bv) other than recommended that EUR Shareholders approve the Required Purchaser Stockholder ApprovalTransactions (the foregoing matters in clause (i) through (v) collectively, 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 “EUR Board Recommendation”). (c) This Agreement and each Ancillary Document the other Transaction Agreements to which it is a party or have been (or, for the Transaction Agreements 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 Subbe executed at Closing, 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, (iwill be) 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, EUR and (assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by other Transaction Agreements constitute (or, for the other parties hereto and theretoTransaction Agreements to be executed at Closing, constituteswill constitute) a legal, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser Entityother Parties hereto and thereto) constitute (or, for the Transaction Agreements to be executed at Closing, will constitute) the legal, valid and binding obligation of EUR enforceable against that Purchaser Entity EUR in accordance with its 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 effectRemedies Exception.

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 of Holdco, the Parent and the Merger Subs has all requisite corporate or limited liability company power and authority respectively to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations under this Agreement and each Purchaser Entity’s respective obligations hereunder and thereunder Ancillary Document to which it is a party and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Required Purchaser Stockholder Approval and the Conversion ApprovalsParent Shareholder Approval. The execution execution, delivery and delivery performance of this Agreement by each of Holdco, the Parent and the Merger Subs and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby Transactions by each of Holdco, the Parent and thereby the Merger Subs: (a) have been duly and validly authorized by the board of directors of Holdco, the Parent Board and the manager and sole member of each Purchaser Entityof the Merger Subs, respectively; and (b) other than the Required Purchaser Stockholder Parent Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, or limited liability company proceedings on the part of Holdco, the Parent or any Purchaser Entity is of the Merger Subs are necessary to authorize the execution execution, delivery and delivery performance of this Agreement by each of Holdco, the Parent and any of the Merger Subs 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 is a party shall be, when delivered, been duly and validly executed and delivered by each of Holdco, the corresponding Purchaser Entity Parent and the Merger Subs and, assuming the due authorization, execution and delivery of this Agreement by Holdco, the Parent and such Ancillary Documents by the other parties hereto and theretoMerger Subs, constitutes, or when delivered shall constitute, constitutes the valid and binding obligation of each of Holdco, the corresponding Purchaser EntityParent and the Merger Subs, enforceable against that Purchaser Entity each of Holdco, the Parent and the Merger Subs in accordance with its terms, except to the extent that enforceability thereof of this Agreement 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 AgreementsWhen delivered, when each Ancillary Document to which Holdco, the Parent or any of the Mergers Subs is required to be a party shall be duly and validly executed and delivered by Hxxxxx, the PurchaserParent or any of the Mergers Subs and, will be assuming the due authorization, execution, delivery and performance of such Ancillary Document, shall constitute the legal, valid and binding obligation of such Person, enforceable against such Person in full force and effectaccordance with its terms, subject to the Enforceability Exceptions.

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 PRGCA, 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 PurchaserPRGCA, will (iii) directed that this Agreement be in full force submitted to the Company’s stockholders for approval and effect(iv) resolved to recommend that the Company stockholders approve 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 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 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 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 directorsAgreement, 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”) 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, Purchaser’s and each Purchaser EntityMerger 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 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 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 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 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 Shareholder 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 Shareholder 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 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 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. Assuming that the Required Company Shareholder Approval and has been obtained, the Conversion Approvals. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is a party, and, to the Knowledge of the Company, the Company shareholders party to the Company Shareholder Support Agreement, 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 EntityCompany (as applicable) in accordance with the Company’s Organizational Documents, the Cayman 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 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, and, to the Knowledge of the Company, the Company shareholders party to the Company Shareholder Support Agreement, 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 a party shall be, when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and theretothereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, in each case, enforceable against that Purchaser Entity the Company in accordance with its terms and subject to the Enforceability Exceptions, and, to the Knowledge of the Company, shareholders party to the Company Shareholder Support Agreement, enforceable against the Company shareholders, 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. As of the court from which such relief may be sought (collectivelydate of this Agreement, the “Enforceability Exceptions”). The Purchaser Company shareholders party to the Company Shareholder Support Agreements, when delivered by Agreement hold Company Shares representing the Purchaser, will be in full force and effectvoting power sufficient to obtain the Required Company Shareholder Approval.

Authorization; Binding Agreement. Each Purchaser Entity of the Company and Original Crystal Lagoons has all requisite corporate or limited liability company (as applicable) power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a partyparty to (subject, in the case of the Company, to obtaining the Required Company Stockholder Approval (as defined below)) 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 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 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 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, subject to obtaining the Required Company Stockholder Approval, consummate the Transactions. The execution and delivery of this Agreement and each Ancillary Document to which Original Crystal Lagoons is a party and the consummation of the Transactions have been duly and validly authorized by all necessary corporate or limited liability company (as applicable) action and no other corporate or limited liability company (as applicable) actions or proceedings on the part of Original Crystal Lagoons are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which Original Crystal Lagoons 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 or Original Crystal Lagoons is or is required to be a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity andCompany or Original Crystal Lagoons, 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 or Original Crystal Lagoons, respectively, enforceable against that Purchaser Entity the Company or Original Crystal Lagoons, respectively, in accordance with its terms, except to the extent that the enforceability thereof may thereto be limited by the applicable bankruptcyEnforceability Exceptions. The Company’s board of directors has duly adopted resolutions approving this Agreement, insolvencythe First Merger, reorganization and moratorium laws the Second Merger and other laws Transactions, declaring the advisability 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, this Agreement and the fact that equitable remedies or relief (including the remedy of specific performance) are subject Transactions and submitting this Agreement to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”)Company Stockholders for their consideration and vote. The Purchaser Support Agreements, when Voting Agreement delivered by the PurchaserCompany include Persons who represent a sufficient number of Company Common Stock to secure the Required Company Stockholder Approval, will be and such Voting Agreement is in full force and effect.

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 Entityof the SPAC’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser SPAC 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 SPAC, (b) determined by the board of directors of the SPAC as advisable to the SPAC and recommended for Required SPAC Stockholder Approval and (bc) other than the Required Purchaser SPAC Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the 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 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 AgreementsSPAC’s board of directors, when delivered by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the PurchaserMerger and the other transactions contemplated hereby are advisable, will fair to, and in the best interests of, the SPAC 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 in full force submitted to the SPAC’s stockholders for adoption and effect(iv) resolved to recommend that the SPAC’s stockholders adopt this Agreement.

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 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 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 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 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 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 (a) Portables has all requisite corporate legal 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 of directors of each Purchaser Entity, Portables Board and/or managers 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 Portables is 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. 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 Portables is a party shall be, be when delivered, duly and validly executed and delivered by Portables and assuming the corresponding Purchaser Entity due authorization, execution and delivery of this Agreement and any such ancillary agreements by the other Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Portables, enforceable against Portables in accordance with its terms, subject to the Enforceability Exceptions. (b) CNCG has all requisite corporate power and authority to execute and deliver this Agreement and each ancillary agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each other ancillary agreement related hereto to which it is a party and the consummation of the transactions contemplated hereby and thereby, (i) have been duly and validly authorized by CNCG’s board of directors and (ii) no other proceedings on the part of CNCG is necessary to authorize the execution and delivery of this Agreement and each other ancillary agreement related hereto to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each ancillary agreement to which CNCG is a party shall be when delivered, duly and validly executed and delivered by CNCG and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and theretoParties hereto, constitutesconstitute the legal, or when delivered shall constitute, the valid and binding obligation of the corresponding Purchaser EntityCNCG, enforceable against that Purchaser Entity CNCG in accordance with its terms, except to for 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 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 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 Agreement delivered by the PurchaserCompany include holders of Company Stock representing at least the Required Company Stockholder Approval, will be and such Voting Agreement is 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 Stockholder Company Shareholder Approval. Assuming that the Required Company Shareholder Approval and has been obtained, 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 as of the date of this Agreement 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 Organizational Documents, the Israeli Companies Law and any other applicable Law or any Contract to which the Company is a party or by which the Company 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 which are to be executed contemporaneously with the execution of this Agreement or to consummate the transactions contemplated hereby and thereby. On or prior thereby (and, with respect to Ancillary Documents to be entered into after 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, any requisite corporate proceedings on 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 part of the approval Company necessary to authorize the execution and delivery 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 such Ancillary Document shall have taken place prior to the Purchaser’s stockholders for their approval execution and adoptiondelivery thereof). This Agreement has been, and each Ancillary Document to which a Purchaser Entity the Company is or will be required to be a party shall be, when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and theretothereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the corresponding Purchaser EntityCompany, in each case, 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 as required by the court from which such relief may be sought Company’s Organizational Documents and under the Israeli Companies Law (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”). The Purchaser Support AgreementsCompany and its shareholders, when delivered (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement, (iii) directed that this Agreement be submitted to the Purchaser, will be in full force Company’s shareholders for adoption and effect(iv) resolved to recommend that the Company 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 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 (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 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 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 Purchaser Entity HUDA 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 HUDA 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, HUDA and (b) other than the Required Purchaser HUDA Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of any Purchaser Entity is HUDA 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 EntityHUDA’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 EntityHUDA and HUDA’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 PurchaserHUDA’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 HUDA Recommendation”) and (iv) directed that this Agreement and the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s HUDA stockholders for their approval and adoptionapproval. This Agreement has been, and each Ancillary Document to which a Purchaser Entity HUDA is a party shall be, be when delivered, duly and validly executed and delivered by the corresponding Purchaser Entity HUDA 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 EntityHUDA, enforceable against that Purchaser Entity HUDA 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 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 Target Company has all requisite corporate power and authority to execute and deliver this Agreement and Agreement, each Ancillary Document, and any other Seller Document to which it is, will be, 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 ApprovalsCompany Shareholder Approval. The execution execution, delivery and delivery performance by the Company of this Agreement and each Ancillary Document and any other Seller Document to which it each Target Company is, will be, 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 such Target Company’s board of directors in accordance with the Target Company’s Organizational Documents, any applicable Law or any Contract to which the Target 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 all required actions including but not limited to Required Purchaser Stockholder Company Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings or action on the part of any Purchaser Entity is each Target Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document and any other Seller 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 each Target Company is, will be 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 Target 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 Entitysuch Target Company, enforceable against that Purchaser Entity such Target 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. 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 its Organizational Documents (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”)Target Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with applicable law, (iii) directed that this Agreement be submitted to the Target Company’s stockholders for adoption and (iv) resolved to recommend that the Target Company Shareholders adopt this Agreement. The Purchaser Support Agreements, when Agreement delivered by the PurchaserTarget Company include holders of Target Company’s stock representing at least the Required Company Shareholder Approval, will be and such Omnibus Support Agreement are in full force and effect. All Company Shareholders shall issue proxies in favor of the Company as requested by Xxxxxxxxx, and the Company shall ensure that all such proxies are granted. The minutes of Company’s annual general meeting approving this Agreement and all other related agreements shall be executed.

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 (a) The Company has all requisite corporate power and corporate authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to the approval and each Ancillary Document to which it is a partyadoption of this Agreement by the stockholders of the Company, 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 Merger. (b) other than the Required Purchaser Stockholder ApprovalThe Special Committee, 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 consentheld, has (i) declared the advisability of this Agreement, (iii) determined that this Agreement Agreement, the Merger and the other transactions contemplated herebyby this Agreement, including the MergerSections 2.4(f) and 4.7, are advisable, fair to and in the best interests of each Purchaser Entitythe Company, (iii) recommended that the Board of Directors of the Company approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, including Sections 2.4(f) and 4.7, and (iv) recommended that the Company’s stockholders in accordance with the Delaware General Corporation Law (as amendedapprove and adopt this Agreement, the “DGCL”) Merger and the BVI Actother transactions contemplated by this Agreement. (c) The Board of Directors of the Company, as applicableat a meeting duly called and held, has (i) declared the advisability of this Agreement, (ii) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement, including Sections 2.4(f) and 4.7, are fair to and in the best interests of the Company and has approved this Agreement, including Sections 2.4 (f) and adopted 4.7, the Merger and the other transactions contemplated by this Agreement, (iii) recommended that the Company’s stockholders approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with and (iv) duly and validly authorized this Agreement, the DGCL execution 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 delivery of this Agreement, the performance by the Company of its obligations hereunder and, subject to the approval and adoption of this Agreement by the stockholders of the Company, the consummation of the Merger. (d) No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the Merger and the other Purchaser Stockholder Approval Matters transactions contemplated by this Agreement (other than, with respect to the consummation of the Merger, the approval and adoption of this Agreement by the stockholders of the Company in accordance with the DGCL DGCL, the Certificate of Incorporation and the BVI Act, as applicable, Bylaws and the Purchaser’s Organizational Documents (filing of the “Purchaser Recommendation”) and (iv) directed that this Agreement and Certificate of Merger in accordance with the other Purchaser Stockholder Approval Matters be submitted to the Purchaser’s stockholders for their approval and adoptionDGCL). 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 Company and, assuming the due authorization, execution and delivery of this Agreement by Purchaser and such Ancillary Documents by Merger Sub, constitutes the other parties hereto and theretolegal, constitutes, or when delivered shall constitute, the valid and binding obligation agreements of the corresponding Purchaser EntityCompany, enforceable against that Purchaser Entity the Company in accordance with its terms, except to as 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 general principles of equity. (e) The affirmative vote of the holders of a majority of the Common Shares entitled to vote at a duly called meeting of stockholders at which a quorum is present is the only vote of the holders of any applicable statute class or series of limitation or by any valid defense capital stock of set-off or counterclaimthe Company required to approve and adopt this Agreement, the Merger and the fact other transactions contemplated hereby. Other than the vote of stockholders of the Company contemplated by the prior sentence of this Section 2.4(e) and the actions of the Special Committee and the Board of Directors of the Company set forth in Sections 2.4(b) and (c), no vote of the stockholders or directors of the Company is required by Law, the Certificate of Incorporation or Bylaws or otherwise in order for the Company to consummate the Merger and the other transactions contemplated by this Agreement. (f) The Company has taken all necessary action so that equitable remedies (a) none of the execution or relief (delivery of this Agreement, or the performance by the parties of their respective obligations under this Agreement, including the remedy consummation of specific performancethe Merger and the other transactions contemplated by this Agreement, give rise to or will give rise to a “Distribution Date,” a “Shares Acquisition Date” or a “Trigger Event,” or result in Purchaser, Merger Sub or any of their affiliates or associates becoming an “Acquiring Person” (each as defined in the Rights Agreement), under the Rights Agreement and (b) are subject the rights, if any, issued pursuant to the discretion of Rights Agreement shall terminate upon 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 effectEffective Time.

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 by the Purchaser 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, votes or consents 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 board of directors of the Purchaser, will by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with its 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 Purchaser and its equity owners, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the BVI Act, (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. Within one (1) Business Day after the date of this Agreement, the sole stockholder of Merger Sub, by resolutions duly adopted at a meeting duly called and held or by action by written consent in full force accordance with Merger Sub’s Organizational Documents, shall have (i) determined that this Agreement and effectthe Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, Merger Sub and its equity owners, and (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL.

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.