Common use of Authorization; Binding Agreement Clause in Contracts

Authorization; Binding Agreement. The Purchaser 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 Purchaser’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 the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Each of the Purchaser and the Parent 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 Purchaser’s and the Parent’s, respectively, 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 the PurchaserPurchaser and the Parent, respectively, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser or the Parent, respectively, 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 Purchaser or the Parent is a party shall be when delivered, duly and validly executed and delivered by the Purchaser or the Parent, respectively, 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 PurchaserPurchaser and the Parent, respectively, enforceable against the Purchaser or the Parent, respectively, 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”).

Authorization; Binding Agreement. The Purchaser Company has 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 the Purchaser’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 other ancillary agreement related hereto 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 the PurchaserCompany Board, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser Company 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. This Agreement has been, and each Ancillary Document ancillary agreement to which the Purchaser Company is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Company and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the PurchaserCompany, enforceable against the Purchaser 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 counterclaimgenerally, and the fact that equitable remedies or relief (including including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’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 the Purchaser, Purchaser and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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, to perform the Purchaser’s its 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 and shareholders of the Purchaser, Pubco and (b) 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), on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Purchaser’s obligations hereunder and thereunder obligations, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is or is required to be a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser 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 Purchaser is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the PurchaserPurchaser and each Purchaser Subsidiary, enforceable against the Purchaser and each Purchaser Subsidiary 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser 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 the 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 the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 the PurchaserCompany’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 the Purchaser, Company and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser 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 Purchaser Company is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Company 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 PurchaserCompany, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Acquiror has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. 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 the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, all necessary action on the part of Acquiror, and no other limited liability company proceedings on the Purchaser part of Acquiror 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. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, been duly and validly executed and delivered by Acquiror and constitutes the Purchaser andlegal, 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 PurchaserAcquiror, enforceable against the Purchaser Acquiror in accordance with its terms, except to the extent that as such enforceability thereof may be limited by applicable (i) bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally, and moratorium laws (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 laws forms 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 equitable defenses and to the discretion of the court from before which such relief any proceedings therefor may be sought (collectively, the “Enforceability Exceptions”)brought.

Authorization; Binding Agreement. The Purchaser has 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 the Purchaser’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 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 Purchaser Board and (ii) except for the approval of the Purchaserstockholders of Purchaser (the “Purchaser Stockholder Approval”), and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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 Exchange, and the other transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document ancillary agreement to which the Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser and, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Each of the Parent, the Purchaser and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each other Ancillary Document to which it is a party, to perform the Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each other 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 each of the PurchaserParent, the Purchaser and Merger Sub, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Parent, the Purchaser or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each other 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 Parent, the Purchaser or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Parent, the Purchaser 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 PurchaserParent, the Purchaser or Merger Sub party to this Agreement or such Ancillary Document, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Holdco 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 Purchaser’s its 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 thereby, (a) have been duly and validly authorized by the board of directors and, as applicable, shareholders of the PurchaserHoldco in accordance with Holdco’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of the Purchaser Holdco are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party party, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser Holdco is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 PurchaserHoldco, enforceable against the Purchaser Holdco 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”).

Authorization; Binding Agreement. The Each of the Purchaser 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 the Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser 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 the PurchaserPurchaser and Merger Sub, as applicable, 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 either the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 PurchaserPurchaser or Merger Sub, as applicable, enforceable against the Purchaser or 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”).

Authorization; Binding Agreement. The Purchaser Subject to the Amended Pubco Charter becoming effective, each of Pubco and Mxxxxx 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 Purchaser’s its 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 and shareholders of the Purchaser, Pubco and (b) Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 the Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions subject to obtaining the Required SPAC 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 Transactions (a) have been duly and validly authorized by the board of directors of the Purchaser, SPAC and (b) other than the Required SPAC Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser SPAC is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 PurchaserSPAC, enforceable against the Purchaser SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws Laws and other laws Laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. The Purchaser Intermediate 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 Purchaser’s its 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 Intermediate and by the Purchaser, Intermediate Shareholder and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser are Intermediate 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. This Agreement has been, and each Ancillary Document to which the Purchaser Intermediate is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser Intermediate 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 such Party shall constitute, the valid and binding obligation of the Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser has all requisite corporate Seller possesses full power and authority to execute and deliver enter into this Agreement and each Ancillary Document to which it is a party, to perform the Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. 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 (or equivalent body) of the PurchaserSeller, if applicable, and (b) no other corporate proceedings, consents or agreements, other than as set forth elsewhere in the Agreement, on the part of the Purchaser Seller 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 therebyhereby. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, been duly and validly executed and delivered by the Purchaser Seller and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and theretohereto, constitutes, or when delivered shall constitute, constitutes the valid and binding obligation of the PurchaserSeller, enforceable against the Purchaser Seller in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, 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, as to enforceability, the discretion of the court from which such relief may be sought (collectivelyand general principles of equity. No other proceedings on the part of the Seller are necessary to approve and authorize the execution, delivery and performance of this Agreement and the “Enforceability Exceptions”)consummation of the transactions contemplated hereby.

Authorization; Binding Agreement. The Purchaser 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, or is contemplated to be, a party, to perform the Purchaser’s its 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 each of Pubco and Merger Sub is, or is contemplated to be, a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized and approved by the board of directors of the Purchaser, all necessary corporate actions and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including, without limitation, the filing of the Pubco A&R Memorandum and Articles), the approval and execution of the Plan of Merger, and the making of related filings of resolutions and other documents with the Cayman Registrar), on the part of the Purchaser Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it each of Pubco and Merger Sub is, or is contemplated to be, a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or Merger Sub is, or is contemplated to be, a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, Purchaser and (b) other than the Required Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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 Purchaser is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutesconstitute, or when delivered shall constitute, the valid and binding obligation of the Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required 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 the Purchaser, and (b) other than the Required Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Each of MICT 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 the Purchaser’s its 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 the Purchaser, MICT and Merger Sub and (b) no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of the Purchaser MICT or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it such Party is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser each of MICT and Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser MICT 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 PurchaserMICT and Merger Sub, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser has LLIT and Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document ancillary document to which it is or is required to be a party, to perform the PurchaserLLIT’s obligations hereunder and thereunder Merger Sub’s obligations, and to consummate the transactions contemplated hereby and therebythereby (such agreements, each, an “Ancillary Document”, collectively “Ancillary Documents”). The execution and delivery of this Agreement and each Ancillary Document to which it is or is required to be a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, LLIT and (b) no Merger Sub. No other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser LLIT or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party party. No other corporate proceedings on the part of LLIT or Merger Sub are necessary to consummate the transactions contemplated hereby and thereby, except for obtaining the Required Shareholder Vote. This Agreement has been, and each Ancillary Document to which the Purchaser LLIT or Merger Sub is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Purchaser LLIT and 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 legal, valid and binding obligation of the Purchasereach LLIT Entity, enforceable against the Purchaser each LLIT 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”).

Authorization; Binding Agreement. The Purchaser Each of PhotoMedex and Merger Sub has 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 the Purchaser’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 other ancillary agreement related hereto to which it is a party and the consummation of the transactions contemplated hereby and thereby (ai) have been duly and validly authorized by the board of directors of the PurchaserPhotoMedex Board and Merger Sub Board, and (bii) except for the approval of the stockholders of PhotoMedex (the “PhotoMedex Stockholder Approval”) and the filing of appropriate merger documents as contemplated by the DCGL, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser PhotoMedex and Merger Sub 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. This Agreement has been, and each Ancillary Document ancillary agreement to which the Purchaser PhotoMedex or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Purchaser PhotoMedex and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the PurchaserPhotoMedex and Merger Sub, enforceable against the Purchaser PhotoMedex 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 counterclaimgenerally, and the fact that equitable remedies or relief (including including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, and (b) other than the Required Purchaser Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”). Purchaser’s board of directors, by written resolutions duly signed by all of Purchaser’s directors (a) determined that this Agreement, the Merger, and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, Purchaser and its shareholders, (b) approved this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the Laws of the Cayman Islands, (c) directed that this Agreement be submitted to Purchaser’s shareholders for adoption and (d) resolved to recommend that Purchaser’s shareholders adopt this Agreement.

Authorization; Binding Agreement. The Purchaser OAC 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 Purchaser’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 the PurchaserOAC, and (b) 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 the Purchaser OAC 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 Purchaser OAC is a party shall be when delivered, duly and validly executed and delivered by the Purchaser OAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and theretohereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the PurchaserOAC, enforceable against the Purchaser OAC 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”).

Authorization; Binding Agreement. The Purchaser Each of RDE 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 partyAgreement, to perform the Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. 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 the PurchaserRDE and Merger Sub, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser RDE 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 therebyhereby. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, been duly and validly executed and delivered by the Purchaser RDE and/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 theretoAgreement, constitutes, or when delivered shall constitute, the valid and binding obligation of the PurchaserRDE and/or Merger Sub, as applicable, enforceable against the Purchaser RDE and/or 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”).

Authorization; Binding Agreement. The Purchaser Subject to the filing of the Amended Pubco Charter, 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 the Purchaser’s its 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 each of Pubco, First Merger Sub and Second Merger Sub 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 the Purchaser, all necessary corporate actions and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including the filing of the Amended Pubco Charter), on the part of the Purchaser 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 contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco, First Merger Sub or Second Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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, to perform the Purchaser’s its obligations hereunder and thereunder and and, subject to filing the Amended Pubco Charter, 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 and shareholders of the Purchaser, Pubco and (b) 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), on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Mxxxx 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 Purchaser’s its 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 the Purchaser, Myson and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser Myson 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 Purchaser Myson is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Mxxxx 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 Purchaser, Myson enforceable against the Purchaser Myson 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Vote. 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 the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the AgreementAgreement (including the Required Shareholder Vote), on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Target has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document other agreement, document or instrument or certificate contemplated by this Agreement to which it is a partybe executed by Target in connection with the consummation of the Merger (the “Target Documents”), to perform and, assuming the Purchaserapproval of Target’s obligations hereunder and thereunder and stockholders, to consummate the transactions contemplated hereby and therebyMerger. The execution and delivery of this Agreement and each Ancillary Document to which it is a party Agreement, the Target Documents and the consummation of the transactions contemplated hereby and thereby hereby, including the Merger: (ai) have been duly and validly authorized by the board of directors of the PurchaserTarget, and (bii) no other corporate proceedings, other than as set forth elsewhere in the Agreement, or limited liability company proceedings on the part of the Purchaser Target or any Subsidiary are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or the Target Documents or to consummate the transactions contemplated hereby and therebyMerger, other than the approval of Target’s stockholders. This Agreement has been, and each Ancillary Document of the Target Documents will be at or prior to which the Purchaser is a party shall be when deliveredClosing, duly and validly executed and delivered by the Purchaser Target and, assuming the due authorization, execution and delivery of this Agreement by Parent 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 of the PurchaserTarget, enforceable against the Purchaser Target 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 foreign, federal, state or local Order, statute, law, rule, regulation, ordinance, writ, injunction, arbitration award, directive, judgment, decree, principle of common law, constitution, treaty or any interpretation thereof enacted, promulgated, issued, enforced or entered by any Governmental Authority (each, a “Law” and collectively, the “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 including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. The Purchaser Vitaxel has 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 the Purchaser’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 other ancillary agreement related hereto 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 the PurchaserVitaxel Board, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser Vitaxel 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. This Agreement has been, and each Ancillary Document ancillary agreement to which the Purchaser Vitaxel is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Vitaxel and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the PurchaserVitaxel, enforceable against the Purchaser Vitaxel 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 including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. The Purchaser (a) It has all the requisite corporate or, in the case of Merger Sub, limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document other document or instrument executed or to which be executed by it is a partyin connection herewith, to perform the Purchaser’s its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and each Ancillary Document other document or instrument executed or to which be executed by it is a party in connection herewith, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby (a) or thereby, have been duly and validly authorized by all necessary corporate or, in the board case of directors of the PurchaserMerger Sub, limited liability company, action, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of it or the Purchaser holders of its Stock or, in the case of Merger Sub, its membership interests, 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 Reclassification and the Merger and the other transactions contemplated hereby and therebyhereby. This Agreement has been, and each Ancillary Document other document or instrument to which the Purchaser is a party shall be when deliveredexecuted by it in connection herewith will be, duly executed and validly delivered by it, and, when duly executed and delivered by the Purchaser 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 will constitute, the a legal, valid and binding obligation of the Purchaser, it enforceable against the Purchaser it in accordance with its terms, except to the extent that as such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws and or other laws of general application similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or by at law). Parent additionally represents and warrants to the Company that the foregoing statements in this Section 3.3(a) regarding Merger Sub are true and correct. (b) In the case of Parent, (i) it is not in violation of any applicable statute provision of limitation its certificate of incorporation (the “Parent Charter”) or by its bylaws (the “Parent Bylaws”), (ii) its Retained Subsidiaries are not in violation of any valid defense provision of set-off their respective certificates of incorporation and bylaws (or counterclaimsimilar organizational documents), and (iii) the fact that equitable remedies or relief affirmative vote of at least a majority of all outstanding shares of Parent Stock entitled to cast a vote, to approve the Reclassification and the issuance of shares of Class B Stock and Series A Preferred Stock (including the remedy of specific performance“Parent Stock Issuance”) in the Merger, are subject to the discretion only votes of the court from holders of any class or series of Securities of Parent necessary to consummate the transactions contemplated hereby to which such relief may be sought Parent or any of its Retained Subsidiaries is a party. (collectivelyc) In the case of Merger Sub, (i) it is not in violation of any provision of its certificate of formation or its operating agreement, (ii) this Agreement has been duly adopted by Parent, as the sole member of Merger Sub, in accordance with the DGCL and Merger Sub’s organizational documents, and (iii) no other vote of the holders of any class or series of Securities of Merger Sub is necessary to consummate the transactions contemplated hereby to which Merger Sub is a party. (d) In the case of the Company, (i) it is not in violation of any provision of its certificate of incorporation (the “Enforceability ExceptionsCompany Charter”) or its bylaws (the “Company Bylaws”), (ii) its Retained Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents), (iii) this Agreement has been duly adopted by the holders of Company Stock in accordance with the DGCL and its organizational documents, and (iv) no other vote of the holders of any class or series of Securities of the Company is necessary to consummate the transactions contemplated hereby to which the Company or any of its Retained Subsidiaries is a party, except as has already been obtained.

Authorization; Binding Agreement. The Purchaser Radiancy has 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 the Purchaser’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 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 Radiancy Board and (ii) except for the approval of the Purchaserstockholders of Radiancy (the “Radiancy Stockholder Approval”), and (b) the filing of appropriate merger documents as contemplated by the DCGL, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser Radiancy are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party or to consummate the Merger, and the other transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document ancillary agreement to which the Purchaser Radiancy is a party shall be when delivered, duly and validly executed and delivered by the Purchaser and, Radiancy and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the PurchaserRadiancy, enforceable against the Purchaser Radiancy 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”).

Authorization; Binding Agreement. The Purchaser Each of Parent and Merger Sub has all the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document other document or instrument executed or to which be executed by it is a partyin connection herewith, to perform the Purchaser’s such its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by either Parent or Merger Sub of this Agreement and each Ancillary Document other document or instrument executed or to which be executed by it is a party in connection herewith, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby (a) or thereby, have been duly and validly authorized by the board of directors of the Purchaser, and (b) no other all necessary corporate proceedings, action other than as set forth elsewhere in the adoption of this Agreement, on following its execution, by Parent in its capacity as the part sole stockholder of the Purchaser 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 therebyMerger Sub. This Agreement has been, and each Ancillary Document other document or instrument to which the Purchaser is a party shall be when deliveredexecuted by either Parent or Merger Sub in connection herewith will be, duly executed and validly delivered by it, and, when duly executed and delivered by the Purchaser 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 will constitute, the a legal, valid and binding obligation of the PurchaserParent or Merger Sub, respectively, enforceable against the Purchaser it in accordance with its terms, except to the extent that as such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws and or other laws of general application similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity 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”at law).

Authorization; Binding Agreement. The Each of the Purchaser and Xxxxxx 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 Purchaser’s its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Purchaser 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 Transactions (a) have been duly and validly authorized by the board boards of directors (or equivalent governing body) of the PurchaserPurchaser and Merger Sub, and (b) other than the Purchaser Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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 therebyTransactions. This Agreement has been, and each Ancillary Document to which the Purchaser is or Merger Sub are a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 PurchaserPurchaser or Merger Sub, as applicable, enforceable against the Purchaser or 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”).

Authorization; Binding Agreement. The 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 the Purchaser’s its 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 and shareholders of the Purchaser, Merger Sub and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of the Purchaser Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party which are to be executed contemporaneously with the execution of this Agreement or to consummate the transactions contemplated hereby and therebythereby (and, with respect to Ancillary Documents to be entered into after the date of this Agreement, any requisite corporate proceedings on the part of Merger Sub necessary to authorize the execution and delivery of such Ancillary Documents shall have taken place prior to the execution and delivery thereof). This Agreement has been, and each Ancillary Document to which the Purchaser Merger Sub is or will be a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser ITAC 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required ITAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, ITAC and (b) other than the Required ITAC Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser ITAC 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 Purchaser ITAC is a party shall be when delivered, duly and validly executed and delivered by the Purchaser ITAC 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 PurchaserITAC, enforceable against the Purchaser ITAC 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”).

Authorization; Binding Agreement. The Purchaser Each of Acquiror and Parent 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 Purchaser’s obligations hereunder and thereunder and to consummate the Merger and the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Merger and the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board boards of directors of the PurchaserAcquiror and Parent, and (b) no this Agreement has been adopted by Parent as sole shareholder of Acquiror in accordance with the KBCA and its articles of incorporation and bylaws. No other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser Acquiror or Parent are necessary to authorize this Agreement, the execution Merger and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyhereby. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, been duly and validly executed and delivered by the Purchaser andAcquiror and Parent and constitutes a legal, 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 PurchaserAcquiror and Parent, enforceable against the Purchaser Acquiror and Parent in accordance with its terms, terms except to the extent that as such enforceability thereof may be limited by applicable (a) bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors, rights generally, and moratorium laws (b) 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 laws forms 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 equitable defenses and to the discretion of the court from before which such relief any proceedings therefor may be sought (collectively, the “Enforceability Exceptions”)brought.

Authorization; Binding Agreement. The Purchaser HWGG has 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 the Purchaser’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 other ancillary agreement related hereto 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 the PurchaserHWGG Board, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser HWGG 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. This Agreement has been, and each Ancillary Document ancillary agreement to which the Purchaser HWGG is a party shall be when delivered, duly and validly executed and delivered by the Purchaser HWGG and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the PurchaserHWGG, enforceable against the Purchaser HWGG 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 including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. The Purchaser CHC 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required 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 the Purchaser, CHC and (b) other than the Required Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of the Purchaser CHC 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 Purchaser CHC is a party shall be when delivered, duly and validly executed and delivered by the Purchaser CHC 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 PurchaserCHC, enforceable against the Purchaser CHC 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, and (b) other than the Required Purchaser Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Company has 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 the Purchaser’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 other ancillary agreement related hereto 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 the PurchaserCompany Board, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser Company 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. This Agreement has been, and each Ancillary Document ancillary agreement to which the Purchaser Company is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Company and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the PurchaserCompany, enforceable against the Purchaser 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 counterclaimgenerally, and the fact that equitable remedies or relief (including including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. The Purchaser 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, to perform the Purchaser’s its 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 and shareholders of the Purchaser, Pubco and (b) Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the Agreementfiling of the Amended Pubco Charter), on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 the PurchaserCompany’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 the PurchaserCompany, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser 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 Purchaser Company is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Company 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 PurchaserCompany, enforceable against the Purchaser Company 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”).

Authorization; Binding Agreement. The Purchaser 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, to perform the Purchaser’s its obligations hereunder and thereunder and and, subject to filing the Amended Pubco M&A, 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 and shareholders of the Purchaser, Pubco and (b) Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including the filing of the Amended Pubco M&A), on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of Purchaser (the Purchaser, “Purchaser Board”) and (b) other than the Required Purchaser Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Subject to filing the Amended Pubco Charter, each of Pubco and Merger Subs has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Purchaser’s its 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 and shareholders of the Purchaser, Pubco and (b) Merger Subs and no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including the filing of the Amended Pubco Charter), on the part of the Purchaser Pubco or either 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. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or either Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. (a) The Purchaser 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 the Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by the Company of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby are within the Company’s corporate powers and thereby (a) have been duly and validly authorized by the board Board of directors of the PurchaserDirectors and, and (b) except for Company Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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 therebyhereby. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, been duly and validly executed and delivered by the Purchaser andCompany, assuming and subject to Company Shareholder Approval, constitutes the due authorizationlegal, 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 PurchaserCompany, enforceable against the Purchaser Company in accordance with its terms, except to the extent that as such enforceability thereof may be limited by applicable (a) bankruptcy, insolvency, reorganization and reorganization, moratorium laws and or other laws of general application affecting the enforcement of Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaimgenerally, and (b) general principles of equity (whether considered in an action in equity or at Law) which provide, among other things, that the fact that equitable remedies or relief (including the remedy of specific performance) performance and injunctive and other forms of equitable relief are subject to equitable defenses and to the discretion of the court from before which such relief any proceedings therefor may be sought brought. (collectively, b) The Board of Directors has unanimously (i) adopted and approved this Agreement and the submission of this Agreement to the Company’s shareholders for approval; (ii) determined that this Agreement and the Merger are advisable and in the best interests of the Company and its shareholders; and (iii) recommended that the Company’s shareholders approve this Agreement and the Merger (the “Enforceability ExceptionsBoard Recommendation”)) and none of the aforesaid actions by the Board of Directors in clauses (i) and (ii) has been amended, rescinded or modified except as expressly permitted by Section 6.8 hereof.

Authorization; Binding Agreement. The Each of the Purchaser 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 the Purchaser’s its respective 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 the PurchaserPurchaser and Merger Sub, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser or Merger Sub is or is to be a party shall be when delivered, duly and validly executed and delivered by the Purchaser and 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 PurchaserPurchaser and Merger Sub, enforceable against the Purchaser each 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”).

Authorization; Binding Agreement. The Purchaser MICT 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required 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 the Purchaser, MICT and (b) other than the Required Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of the Purchaser MICT 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 Purchaser MICT is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser MICT 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 PurchaserMICT, enforceable against the Purchaser MICT 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”).

Authorization; Binding Agreement. The Purchaser Each of Hightimes and BIG Merger Sub has all requisite corporate or limited liability company power and authority authority, as the case may be, to execute and deliver this Agreement and each Ancillary Transaction Document to which it is a party, to perform the Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Transaction 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 the PurchaserHightimes and BIG Merger Sub, and (b) no other corporate or limited liability company proceedings, as the case may be, other than as set forth elsewhere in the Agreement, on the part of the Purchaser Hightimes or BIG Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Transaction Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Transaction Document to which the Purchaser Hightimes or BIG Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Hightimes or BIG Merger Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Transaction Documents by the other parties hereto and or thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the PurchaserHightimes or BIG Merger Sub, as applicable, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 the PurchaserSPAC’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the PurchaserSPAC in accordance with the SPAC’s Organizational Documents, all applicable Law or any Contract to which the SPAC or any of its shareholders is a party or by which it or its securities are bound, and (b) other than the Required SPAC Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser 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, other than the SPAC Continuance. This Agreement has been, and each Ancillary Document to which the Purchaser SPAC is a party shall be when delivered, duly and validly executed and delivered by the Purchaser SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the PurchaserSPAC, enforceable against the Purchaser 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 SPAC’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement, the SPAC Continuance and the Amalgamation and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the SPAC and its shareholders, (ii) approved this Agreement, the SPAC Continuance and the Amalgamation and the other transactions contemplated by this Agreement in accordance with the applicable provisions of the Companies Law, (iii) directed that this Agreement be submitted to the SPAC’s shareholders for adoption and (iv) resolved to recommend that the SPAC’s shareholders approve and adopt this Agreement.

Authorization; Binding Agreement. The Purchaser (a) Subject only to obtaining the approval of its shareholders as described below, PST 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 its obligations hereunder. The execution, delivery and performance of this Agreement by PST, and the Purchaser’s obligations hereunder and thereunder and to consummate consummation by PST of the transactions contemplated hereby hereby, have been unanimously approved and thereby. The execution duly authorized by PST's Board of Directors and no other corporate action or proceeding on the part of PST is necessary for the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party by PST and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by hereby, except for obtaining the board of directors of the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser are necessary to authorize the execution and delivery requisite approval of this Agreement by the holders of at least two-thirds (2/3) of the issued and each Ancillary Document to which outstanding shares of PST in accordance with the URBCA and PST's charter documents and by-laws. PST's Board of Directors has unanimously determined that the Merger is advisable and that it is a party or in the best interests of PST's shareholders for PST to enter into this Agreement and to consummate this Agreement, and shall recommend to the transactions contemplated hereby and therebyshareholders of PST that they approve the Merger in accordance with this Agreement. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, been duly and validly executed and delivered by the Purchaser andPST and is a legal, 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 PurchaserPST, enforceable against the Purchaser it in accordance with its termsterms and conditions, except to the extent that enforceability thereof (i) such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights 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 ii) the remedy of specific performance) are performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court from before which such relief any proceeding therefor may be sought brought. (collectivelyb) Except as set forth in Schedule 4.2(b), PST is not in default and there exists no event, condition or occurrence that, with notice, lapse of time or both, would constitute a default, under any agreement to which PST is a party where such default or defaults would, individually or in the “Enforceability Exceptions”)aggregate, constitute a PST Material Adverse Effect.

Authorization; Binding Agreement. The Purchaser Xxxxx 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Stockholder Approval (including the Conversion 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 the Purchaser, Buyer and (b) other than the Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser Buyer 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 Purchaser Buyer is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Buyer and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer 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”).

Authorization; Binding Agreement. The Purchaser Subject to adoption of the Amended Pubco Organizational Documents, each of Pubco and the Merger Subs has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Purchaser’s its 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 and shareholders of Pubco and the Purchaser, Merger Subs and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including the filing of the Amended Pubco Organizational Documents), on the part of the Purchaser Pubco or either 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. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or a Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 the PurchaserCompany’s obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and therebyby the First Closing. 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 by the First Closing (a) have been duly and validly authorized by the board of directors of the PurchaserCompany, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions Transactions contemplated hereby and therebyby the First Closing. This Agreement has been, and each Ancillary Document to which the Purchaser Company is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Company 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 PurchaserCompany, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 the PurchaserCompany’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 the Company is a party and the consummation of the transactions contemplated hereby and thereby thereby, (a) have been (or, in the case of Ancillary Documents to be entered into at or prior to Closing, will be) duly and validly authorized by the board of directors and/or shareholders of the Purchaser, Company (if applicable) and (b) other than the Required Company Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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 therebythereby (other than the filing and recordation of appropriate merger documents as required by the Cayman Companies Act). This Agreement has been, and each Ancillary Document to which the Purchaser Company is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 PurchaserCompany, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Subject to filing the Amended Pubco Charter, Pubco 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 Purchaser’s its 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 and shareholder of the Purchaser, Pubco and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including the filing of the Amended Pubco Charter), on the part of the Purchaser Pubco 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 Purchaser Pubco is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser Pubco 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 PurchaserPubco, enforceable against the Purchaser Pubco 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”).

Authorization; Binding Agreement. The Purchaser Each of PubCo and Xxxxxx Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is they are a party, to perform the Purchaser’s their 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 they are 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 the PurchaserPubCo and Merger Sub, and (b) no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of the Purchaser 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 Purchaser PubCo and/or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Purchaser PubCo and/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 PurchaserPubCo and/or Merger Sub (as applicable), enforceable against the Purchaser PubCo and/or 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”).

Authorization; Binding Agreement. The Purchaser SPAC has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to contemplate the transactions contemplated hereby and the SPAC has all requisite power and authority to execute and deliver each Ancillary Document to which it is a party, to perform the Purchaser’s such its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the SPAC and each Ancillary Document to which it the SPAC is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors SPAC in the manner required by the Organizational Documents of the Purchaser, SPAC and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser consents or approvals are necessary to authorize the execution and delivery of this Agreement by the SPAC and each Ancillary Document to which it the SPAC is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser SPAC is a party shall will be when delivered, duly and validly executed and delivered by the Purchaser andSPAC, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and theretothereto (other than the SPAC), and constitutes, or when delivered shall will constitute, the valid and binding obligation of the PurchaserSPAC, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Sponsor has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to contemplate the transactions contemplated hereby and the Sponsor has all requisite power and authority to execute and deliver each Ancillary Document to which it is a party, to perform the Purchaser’s such its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Sponsor and each Ancillary Document to which it the Sponsor 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 Sponsor in the manner required by the Organizational Documents of the Purchaser, Sponsor and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser consents or approvals are necessary to authorize the execution and delivery of this Agreement by the Sponsor and each Ancillary Document to which it Sponsor is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser Sponsor is a party shall will be when delivered, duly and validly executed and delivered by the Purchaser andSponsor, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and theretothereto (other than the Sponsor), and constitutes, or when delivered shall will constitute, the valid and binding obligation of the PurchaserSponsor, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Subject to filing the Amended Pubco Charter, Pubco 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 Purchaser’s its 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 and shareholder of the Purchaser, Pubco and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the Agreementfiling of the Amended Pubco Charter), on the part of the Purchaser Pubco 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 Purchaser Pubco is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser Pubco 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 PurchaserPubco, enforceable against the Purchaser Pubco 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”).

Authorization; Binding Agreement. (a) The Purchaser Company has all the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document other document or instrument executed or to which be executed by it is a partyin connection herewith, to perform the Purchaser’s its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each Ancillary Document other document or instrument executed or to which be executed by it is a party in connection herewith, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby (a) or thereby, have been duly and validly authorized by all necessary corporate action, and, except for the board of directors Written Consent, no additional authorizations or approvals of the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in Company or the Agreement, on the part holders of the Purchaser Company Capital Stock are necessary to authorize this Agreement or to consummate the execution Transactions. The Company and delivery the holders of Company Capital Stock (including the Principal Stockholders) are authorized to act by the Written Consent and, upon such action, the Written Consent will constitute the legal, valid, binding and irrevocable vote necessary to authorize this Agreement and to consummate the Transactions. Without limiting the preceding sentence, the Board of Directors of the Company has approved and declared advisable this Agreement and the Merger and has recommended to Company stockholders the adoption of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby Merger, and therebysuch recommendation has not been modified in any respect. This Agreement has been, and each Ancillary Document other document or instrument to which be executed by the Purchaser is a party shall be when deliveredCompany in connection herewith will be, duly and validly executed and delivered by the Purchaser Company, and, assuming the due authorization, execution when duly executed and delivery of this Agreement and such Ancillary Documents delivered by the other parties hereto and or thereto, constitutes, or when delivered shall will constitute, the a legal, valid and binding obligation of the Purchaser, Company enforceable against the Purchaser Company in accordance with its terms, except to the extent that as such enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws and or other laws of general application similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or by at law). (b) The Company is not in violation of any applicable statute provision of limitation the Company Charter or by any valid defense of set-off or counterclaimthe Company Bylaws, and the fact that equitable remedies its Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (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”similar organizational documents).

Authorization; Binding Agreement. The Purchaser Each of Holdco and Netfin 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 Purchaser’s its 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 and shareholders of the Purchaser, Holdco and (b) Netfin Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of the Purchaser Holdco or Netfin 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. This Agreement has been, and each Ancillary Document to which the Purchaser Holdco or Netfin Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, Purchaser and (b) other than the Required Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, and (b) other than the Required Purchaser Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser are 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. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 the Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, SPAC and (b) other than the Required SPAC Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser SPAC is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 PurchaserSPAC, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 the PurchaserCompany’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. 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, (a) have been duly and validly authorized by the Company’s board of directors and the Company’s shareholders to the extent required by the Company’s Organizational Documents, the PRC Act, any other applicable Law or any Contract to which the Company or any of the Purchaser, its shareholders is a party or by which it or its securities are bound and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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 therebyhereby. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, been duly and validly executed and delivered by the Purchaser and, Company and assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by Agreement, constitutes the other parties hereto and theretolegal, constitutes, or when delivered shall constitute, the valid and binding obligation of the PurchaserCompany, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Each of BVI 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, to perform the Purchaser’s its 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 the Purchaser, BVI Pubco and Merger Sub and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser BVI 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. This Agreement has been, and each Ancillary Document to which the Purchaser BVI Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser BVI Pubco 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 by such Party shall constitute, the valid and binding obligation of the Purchasersuch Party , enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser 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 the Purchaser, 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 the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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 or by action by unanimous written consent in accordance with the Purchaser’s Organizational Documents (i) determined that this Agreement and the Transactions contemplated hereby are advisable, fair to, and in the best interests of, the Purchaser and its stockholders, (ii) approved this Agreement and the other transactions contemplated by this Agreement in accordance with applicable Laws, (iii) directed that this Agreement be submitted to its stockholders for approval at the Purchaser Special Stockholder Meeting and (iv) resolved to recommend that its stockholders approve this Agreement.

Authorization; Binding Agreement. The Purchaser Moringa 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Moringa Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, Moringa and (b) other than the Required Moringa Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser Moringa 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 Purchaser Moringa is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Moringa 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 PurchaserMoringa, enforceable against the Purchaser Moringa 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”).

Authorization; Binding Agreement. The Purchaser Such Person, if an entity, is duly organized, validly existing and in good standing under the Laws of the state of its jurisdiction of organization. Such Person, if an individual, has all requisite corporate power and authority the legal capacity to execute and deliver this Agreement and each Ancillary Document the Transaction Documents to which it is a party and to perform its obligations thereunder and to consummate the Transactions. Such Person, if an entity, has full corporate, limited liability, partnership or other organizational power and authority to enter into this Agreement and the other Transaction Documents to which such Person is a party, to perform the Purchaser’s carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The If such Person is an entity, the execution and delivery by such Person of this Agreement and each Ancillary any other Transaction Document to which it such Person is or will become a party party, the performance by such Person of its obligations hereunder and thereunder and the consummation by such Person of the transactions contemplated hereby and thereby (a) Transactions have been duly and validly authorized by the board of directors of the Purchaser, and (b) no all requisite limited liability company or other corporate proceedings, other than as set forth elsewhere in the Agreement, action on the part of the Purchaser 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 therebysuch Person. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, been duly and validly executed and delivered by the Purchaser andsuch Person, and (assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and theretohereto) this Agreement constitutes a legal, constitutes, or when delivered shall constitute, the valid and binding obligation of the Purchaser, such Person enforceable against such Person in accordance with its terms, subject to the Purchaser Enforceability Exceptions. When each other Transaction Document to which such Person is or will be a party has been duly executed and delivered by such Person (assuming due authorization, execution and delivery by each other parties thereto), such Transaction Document will constitute a legal and binding obligation of such Person enforceable against 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 insolvency or other laws of general application 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 exercise of judicial discretion in accordance with general equitable remedies or relief principles (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”).

Authorization; Binding Agreement. The Purchaser 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, to perform the Purchaser’s its 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 and shareholders of the Purchaser, Pubco and (b) Merger Sub and no other corporate proceedings, other than as set forth elsewhere in the AgreementAgreement (including the filing of the Amended Pubco Charter), on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby (subject in each case to the Required Shareholder Vote). 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 the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the AgreementAgreement (including the Required Shareholder Vote), on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 contemplated to be, a party, to perform the Purchaser’s its 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 Merger Sub is, or is contemplated to be, a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized and approved by the board of directors of the Purchaser, all necessary corporate actions and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of the Purchaser Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it Merger Sub is, or is contemplated to be, a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser Merger Sub is, or is contemplated to be, a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Subject to obtaining the Required Holdco Shareholder Approval, the Required Cayman Merger Sub Shareholder Approval and the Required Lux Merger Sub Shareholder Approval, each of Holdco and the Merger Subs has or upon incorporation will have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or upon incorporation will be a party, to perform the Purchaser’s its 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 or upon incorporation will be a party and the consummation of the transactions contemplated hereby and thereby (a) have been or upon incorporation will be duly and validly authorized by the board of directors and shareholders of Holdco or the PurchaserMerger Subs, as applicable, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the this Agreement, on the part of Holdco or the Purchaser are Merger Subs, as applicable, is or upon incorporation will be necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is or upon incorporation will be a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco or any of the Purchaser Merger Subs is or upon incorporation will be a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Each of MICT 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 the Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject in the case of MICT to obtaining the Required 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 the Purchaser, MICT and Merger Sub and (b) other than the Required Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of the Purchaser MICT or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it such Party is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser each of MICT and Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser MICT 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 PurchaserMICT and Merger Sub, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, Purchaser and (b) other than the Required Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser 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 Purchaser is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required 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 the Purchaser, Purchaser and (b) other than the Required Stockholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Each of Parent, Thunder Bridge II, and each Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Transaction Document to which it is a party, to perform the Purchaser’s their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Surviving Pubco Equity Holders’ Approval. The execution execution, delivery and delivery performance by Parent, Thunder Bridge II and each of the Merger Subs of this Agreement and each Ancillary Transaction 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 its board of directors on the part of the PurchaserParent and Thunder Bridge II, and (b) other than the Surviving Pubco Equity Holders’ Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser Parent, Thunder Bridge II or any Merger Sub are necessary to authorize the execution execution, delivery and delivery performance of this Agreement and each Ancillary Transaction Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Transaction Document to which the Purchaser Parent, Thunder Bridge II or any Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Purchaser such party and, assuming the due authorization, execution execution, delivery and delivery performance of this Agreement and such Ancillary Transaction Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Parent, Thunder Bridge II or the PurchaserMerger Sub, as applicable, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Target 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 the Purchaser’s its 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 (or, in the case of Ancillary Documents to be entered into at or prior to Closing, will be) duly and validly authorized by the board of directors or equivalent body of the PurchaserTarget Company, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser Shareholders or any of the Group Companies 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 any of the Purchaser Group Companies is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Person, enforceable against the Purchaser such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, 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, as to enforceability, the discretion of the court from which such relief may be sought and general principles of equity (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. The Purchaser Nayarit 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 Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. 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, including the Amalgamation: (ai) have been duly and validly authorized by the board Board of directors Directors of the Purchaser, Nayarit and (bii) no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser Nayarit or any Subsidiary are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby, other than receipt of the Required Nayarit Vote. The affirmative vote of at least two-thirds of the stockholders of Nayarit present at the Nayarit Stockholders Meeting (the “Required Nayarit Vote”) is necessary to approve and each Ancillary Document to which it is a party or adopt this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, been duly and validly executed and delivered by the Purchaser and, Nayarit and assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by Parent, constitutes the other parties hereto and theretolegal, constitutes, or when delivered shall constitute, the valid and binding obligation of the PurchaserNayarit, enforceable against the Purchaser Nayarit 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 counterclaimgenerally, and the fact that equitable remedies or relief (including including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. The Purchaser Subject to filing the Pubco A&R Memorandum and Articles, 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, to perform the Purchaser’s its 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 and shareholders of the Purchaser, Pubco and (b) Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the Agreementfiling of the Pubco A&R Memorandum and Articles), on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Such Shareholder 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 Purchaser’s its 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 (or, in the case of Ancillary Documents to be entered into at or prior to Closing, will be) duly and validly authorized by the board of directors (or equivalent body) of the Purchasersuch Shareholder, if applicable, and (b) no other corporate proceedings, consents or agreements, other than as set forth elsewhere in the Agreement, on the part of the Purchaser such Shareholder 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 Purchaser such Shareholder is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Person, enforceable against the Purchaser such Person in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcyan Enforceability Exception. No other proceedings on the part of such Shareholder are necessary to approve and authorize the execution, insolvency, reorganization delivery and moratorium laws performance of this Agreement 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, each Ancillary Document to which such Shareholder is a party and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion consummation of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”)transactions contemplated hereby and thereby.

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, Purchaser Sub and (b) other than the Required Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser 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 Purchaser is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Malacca 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 the Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Malacca Required Shareholder Approval. 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 the Purchaser, Malacca and (b) other than the Malacca Required Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser Malacca 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. This Agreement has been, and each Ancillary Document to which the Purchaser Malacca is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Malacca 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 PurchaserMalacca, enforceable against the Purchaser Malacca 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Purchaser Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, and (b) other than the Purchaser Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Each of the Stockholders and the Target 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 the Purchaser’s its 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 (or, in the case of Ancillary Documents to be entered into at or prior to Closing, will be) duly and validly authorized by the board of directors of each of the PurchaserStockholders, if applicable, and the Target Company, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser Stockholders or the Target Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which any of the Purchaser Stockholders or the Target Company is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’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 the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser Purchaser, 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Purchaser, 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 Purchaser, enforceable against the Purchaser Purchaser, 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby (subject in each case to the Required Shareholder Vote). 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 the Purchaser, and (b) no other corporate proceedings, other than as set forth elsewhere in the AgreementAgreement (including the Required Shareholder Vote), on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Vionmall has 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 the Purchaser’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 other ancillary agreement related hereto 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 the PurchaserVionmall Board, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, proceedings on the part of the Purchaser Vionmall 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. This Agreement has been, and each Ancillary Document ancillary agreement to which the Purchaser Vionmall is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Vionmall and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the PurchaserVionmall, enforceable against the Purchaser Vionmall 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 including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. The Purchaser Each of RDE and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document the other agreements, instruments and certificates contemplated hereby to which it such Party is a party, to perform the Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by RDE and Mxxxxx Sub of this Agreement and each Ancillary Document the other agreements, instruments and certificates contemplated hereby to which it such Party is a party and the consummation by RDE and Merger Sub of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, and (b) no other all requisite corporate proceedings, other than as set forth elsewhere in the Agreement, action on the part of RDE and Merger Sub (including, without limitation, by the Purchaser boards of directors of RDE and Merger Sub), and no other corporate proceedings are necessary to authorize the execution and execution, delivery or performance of this Agreement and each Ancillary Document or any other agreements, instruments or certificates contemplated hereby to which it such Party is a party party, or to consummate the transactions contemplated hereby and or thereby. This Agreement has been, and each Ancillary Document to which the Purchaser is a party shall be when delivered, been duly and validly executed and delivered by the Purchaser RDE and Merger Sub, and, assuming the due authorization, execution and delivery by CardCash of this Agreement, this Agreement and such Ancillary Documents by the other parties hereto and theretoconstitutes a legal, constitutes, or when delivered shall constitute, the valid and binding obligation of the PurchaserRDE and Merger Sub, enforceable against the Purchaser RDE 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 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 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”). When each other agreement, instrument or certificate contemplated hereby to which RDE or Merger Sub is or will be a party has been duly executed by RDE and/or Merger Sub, as applicable, assuming the due authorization, execution and delivery by each other party thereto, such other agreement, instrument or certificate will constitute a legal, valid and binding obligation of RDE and/or Merger Sub, as applicable, enforceable against RDE and/or Merger Sub, as applicable, in accordance with its terms, except to the extent that enforceability thereof may be limited by the Enforceability Exceptions.

Authorization; Binding Agreement. The Purchaser Subject to the adoption of 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, to perform the Purchaser’s its 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 and shareholders of the Purchaser, Pubco and (b) Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the Agreementadoption of the Amended Pubco Charter), on the part of the Purchaser 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. This Agreement has been, and each Ancillary Document to which the Purchaser Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser 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 Purchaser’s its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized by the board of directors of the Purchaser, Purchaser and (b) other than the Required Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the this Agreement, on the part of the Purchaser 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 Purchaser is a party shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchaser, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. (a) The Purchaser Company has all requisite corporate limited liability company 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 the Purchaser’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 other ancillary agreement related hereto to which it is a party and the consummation of the transactions contemplated hereby and thereby (ai) have been duly and validly authorized by the board of directors of Company Board and the PurchaserMembers, and (bii) no other corporate proceedings, other than as set forth elsewhere in the Agreement, limited liability company proceedings on the part of the Purchaser Company 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. This Agreement has been, and each Ancillary Document ancillary agreement to which the Purchaser Company is a party shall be when delivered, duly and validly executed and delivered by the Purchaser Company and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the PurchaserCompany, enforceable against the Purchaser 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 counterclaimgenerally, and the fact that equitable remedies or relief (including including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). (b) Such Member has the legal capacity to execute and deliver this Agreement and each ancillary agreement and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each ancillary agreement to which such Member is a party shall be when delivered, duly and validly executed and delivered by the Member and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitute the legal, valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except for the Enforceability Exceptions.

Authorization; Binding Agreement. The Purchaser has ATAO and Xxxxxx 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 the Purchaser’s its 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 the Purchaser, ATAO and Merger Sub and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser ATAO 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. This Agreement has been, and each Ancillary Document to which the Purchaser is ATAO and Merger Sub are a party shall be when delivered, duly and validly executed and delivered by the Purchaser ATAO 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 Purchaser, ATAO and Merger Sub enforceable against the Purchaser ATAO 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”).

Authorization; Binding Agreement. The Purchaser Subject to the adoption of the Amended Pubco Charter, each of Pubco and the Merger Subs has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Purchaser’s its 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 and shareholders of Pubco and the Purchaser, Merger Subs and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the Agreementadoption of the Amended Pubco Charter), on the part of Pubco or the Purchaser Merger Subs are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Pubco or the Purchaser Merger Subs is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).

Authorization; Binding Agreement. The Purchaser Merger Sub has all requisite corporate power and authority capacity to execute and deliver this Agreement and each Ancillary Document to which it is, or is contemplated to be, a party, to perform the Purchaser’s its 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 Merger Sub is, or is contemplated to be, a party and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized and approved by the board of directors of the Purchaser, all necessary corporate actions and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of the Purchaser Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it Merger Sub is, or is contemplated to be, a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Purchaser Merger Sub is, or is contemplated to be, a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser 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 Purchasersuch Party, enforceable against the Purchaser 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”).