Common use of Authorization; No Breach; Vxxxx and Binding Agreement Clause in Contracts

Authorization; No Breach; Vxxxx and Binding Agreement. (a) With respect to Sponsor only, (i) Sponsor has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (ii) the execution, delivery and performance of this Agreement by Sponsor, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite limited liability company action on the part of Sponsor; and (iii) no other corporate actions or proceedings on the part of Sponsor are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (b) With respect to each Purchaser Shareholder other than the Sponsor, (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement by such Purchaser Shareholder, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated hereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien upon any assets or properties of such Purchaser Shareholder under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Sponsor’s Organizational Documents (with respect to Sponsor only), (ii) any Contract or Permit to which such Purchaser Shareholder or its, his or her properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, prevent, materially impair or materially delay such Purchaser Shareholder from consummating the transaction contemplated hereby. (d) This Agreement has been duly executed and delivered by such Purchaser Stockholder and constitutes a valid and binding legal obligation of such Purchaser Stockholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable Laws.

Authorization; No Breach; Vxxxx and Binding Agreement. (a) With respect to Sponsor only, (i) Sponsor Such Seller has all requisite limited liability company power corporate power, if applicable, and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party and, subject to the consents, approvals, authorizations and other requirements described in this Section 3.02, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby; hereby (ii) including the Share Sale). The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Sponsor, such Seller (to the extent such Seller is an Entity) and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly authorized by all requisite limited liability company action on the part of Sponsor; corporate action, and (iii) no other corporate actions or proceedings on the its part of Sponsor are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby (including the Share Sale) and thereby. (b) With respect to each Purchaser Shareholder other than Except as set forth on Section 3.02(b) of the SponsorSeller Disclosure Letter, (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by such Purchaser ShareholderSeller, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation Seller of the transactions contemplated hereby and thereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien upon any assets or properties of such Purchaser Shareholder under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Sponsor’s the Organizational Documents of such Seller (with respect to Sponsor onlythe extent such Seller is an Entity), (ii) any Contract or Permit to which such Purchaser Shareholder Seller or its, his or her its properties or assets is are bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder Seller is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c3.02(b), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, preventhave a Company Material Adverse Effect. (c) The execution and delivery of this Agreement or any Ancillary Agreement by such Seller do not, materially impair and the performance of this Agreement or materially delay any Ancillary Agreement by such Purchaser Shareholder from consummating Seller will not, require any Regulatory Approval, except for compliance with, filings under, and approvals of Governmental Authorities relating to, the transaction contemplated herebyrequirements of the Electronic Money Institution Regulations (EU Directive 2009/110/CE), the federal securities Laws and/or any U.S. state securities or “blue sky” Laws, and the rules and regulations of NASDAQ. (d) This Agreement has been, and each Ancillary Agreement to which such Seller is a party has been or will be at Closing, as applicable, duly executed and delivered by such Purchaser Stockholder Seller and assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the other parties hereto and thereto, this Agreement and each Ancillary Agreement to which such Seller is a party constitutes a valid and binding legal obligation of such Purchaser StockholderSeller, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Vxxxx and Binding Agreement. (a) With respect to Sponsor only, (i) Sponsor 4.2.1 The Purchaser has all requisite limited liability company entity power and authority to execute and deliver this AgreementAgreement and each Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby; (ii) the Transactions. The execution, delivery and performance of this Agreement and the Transaction Documents by Sponsor, the Purchaser and the consummation of the transactions contemplated hereby, Transactions have been duly and validly authorized by all requisite limited liability company action on the part of Sponsor; actions, and (iii) no other corporate actions or proceedings on the its part of Sponsor are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (b) With respect to each Purchaser Shareholder other than the Sponsor, (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement by such Purchaser Shareholder, Transaction Documents and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated herebyTransactions. (c) 4.2.2 The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated hereby Transactions do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien upon any assets or properties of such the Purchaser Shareholder under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Sponsorthe Purchaser’s Organizational Documents (with respect to Sponsor only)Documents, (ii) any Contract or instrument or Permit to which such the Purchaser Shareholder or its, his or her its properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such the Purchaser Shareholder is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) . 4.2.3 The execution and delivery of this Section 1.2(c), where Agreement or any Transaction Document and the failure to obtain such authorization, consent, approval performance of this Agreement or exemption would any Transaction Document by the Purchaser shall not, individually or in the aggregate, prevent, materially impair or materially delay such Purchaser Shareholder from consummating the transaction contemplated herebyrequire any Regulatory Approval. (d) 4.2.4 This Agreement has been been, and at the Closing each Transaction Document to which the Purchaser is a party will be, duly executed and delivered by such the Purchaser Stockholder and assuming that this Agreement and each Transaction Document is a valid and binding obligation of the other parties hereto, this Agreement and each Transaction Document to which the Purchaser is a party constitutes a valid and binding legal obligation of such Purchaser Stockholderthe Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable Lawsbankruptcy laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Vxxxx and Binding Agreement. (a) With respect to Sponsor only, (i) Sponsor has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (ii) the execution, delivery and performance of this Agreement by Sponsor, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite limited liability company action on the part of Sponsor; and (iii) no other corporate actions or proceedings on the part of Sponsor are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (b) With respect to each Purchaser Shareholder Goal Stockholder other than the Sponsor, (i) if such Purchaser Shareholder Goal Stockholder is a natural person, such Purchaser Shareholder Goal Stockholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder Goal Stockholder is a legal entity, such Purchaser Shareholder Goal Stockholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement by such Purchaser ShareholderGoal Stockholder, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite action on the part of such Purchaser ShareholderGoal Stockholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder Goal Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder each Goal Stockholder and the consummation of the transactions contemplated hereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien upon any assets or properties of such Purchaser Shareholder Goal Stockholder under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Sponsor’s Organizational Documents (with respect to Sponsor only), (ii) any Contract or Permit to which such Purchaser Shareholder Goal Stockholder or its, his or her properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder Goal Stockholder is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, prevent, materially impair or materially delay such Purchaser Shareholder Goal Stockholder from consummating the transaction contemplated hereby. (d) This Agreement has been duly executed and delivered by such Purchaser each Goal Stockholder and constitutes a valid and binding legal obligation of such Purchaser Goal Stockholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable Laws.

Authorization; No Breach; Vxxxx and Binding Agreement. (a) With respect to Sponsor only, (i) Sponsor Purchaser has all requisite limited liability company corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby; hereby (iiincluding the Share Sale) the and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Sponsor, Purchaser and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly authorized by all requisite limited liability company corporate action on the part of Sponsor; Purchaser, and (iii) no other corporate actions or proceedings on the part of Sponsor Purchaser are necessary to authorize the execution, delivery or performance of this Agreement or the Ancillary Agreements or to consummate the transactions contemplated herebyhereby and thereby, other than the Purchaser Shareholder Approval. (b) With respect to each Except for the Purchaser Shareholder other than the SponsorApproval, (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement by such Purchaser Shareholder, and the consummation of the transactions contemplated hereby, have been duly and validly authorized Ancillary Agreements by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien upon any assets or properties of such Purchaser Shareholder under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of SponsorPurchaser’s Organizational Documents (with respect to Sponsor only)Documents, (ii) any Contract or instrument or Permit to which such Purchaser Shareholder or its, his its or her their respective properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c5.03(b), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, preventhave a Purchaser Material Adverse Effect. (c) The execution and delivery of this Agreement or any Ancillary Agreement by Purchaser do not, materially impair and the performance of this Agreement or materially delay such any Ancillary Agreement by Purchaser Shareholder from consummating will not, require any Regulatory Approval, except for compliance with, filings under, and approvals of Governmental Authorities relating to, the transaction contemplated herebyrequirements of the Electronic Money Institution Regulations (EU Directive 2009/110/CE), the federal securities Laws and/or any U.S. state securities or “blue sky” Laws, and the rules and regulations of NASDAQ. (d) This Agreement has been, and each Ancillary Agreement to which Purchaser is a party has been or will be at Closing, as applicable, duly executed and delivered by such Purchaser, and assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the other parties hereto and thereto, this Agreement and each Ancillary Agreement to which Purchaser Stockholder and is a party constitutes a valid and binding legal obligation of such Purchaser StockholderPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Vxxxx and Binding Agreement. (a) With respect to Sponsor only, (i) Sponsor The Company has all requisite limited liability company corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party and, subject to the consents, approvals, authorizations and other requirements described in this Section 4.03, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby; hereby (ii) including the Share Sale). The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Sponsor, the Company and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly authorized by all requisite limited liability company action on the part of Sponsor; corporate action, and (iii) no other corporate actions or proceedings on the its part of Sponsor are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby (including the Share Sale) and thereby. (b) With respect to each Purchaser Shareholder other than Except as set forth on Section 4.03(b) of the SponsorSeller Disclosure Letter, (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by such Purchaser Shareholderthe Company, and the consummation of the transactions contemplated hereby, have been duly hereby and validly authorized by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien (other than Permitted Liens and Excepted Liens) upon any assets or properties of such Purchaser Shareholder any Company Entity under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Sponsor’s the Organizational Documents (with respect to Sponsor only)of any Company Entity, (ii) any Contract or Permit to which such Purchaser Shareholder any Company Entity or its, his or her their respective properties or assets is are bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder any Company Entity is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c4.03(b), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, preventhave a Company Material Adverse Effect. (c) The execution and delivery of this Agreement or any Ancillary Agreement by the Company do not, materially impair and the performance of this Agreement or materially delay such Purchaser Shareholder from consummating any Ancillary Agreement by the transaction contemplated herebyCompany will not, require any Regulatory Approval, except for compliance with, filings under, and approvals of Governmental Authorities relating to, the requirements of the Electronic Money Institution Regulations (EU Directive 2009/110/CE), the federal securities Laws and/or any U.S. state securities or “blue sky” Laws, and the rules and regulations of NASDAQ. (d) This Agreement has been, and each Ancillary Agreement to which the Company is a party has been or will be at Closing, as applicable, duly executed and delivered by such Purchaser Stockholder the Company, and assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the other parties hereto and thereto, this Agreement and each Ancillary Agreement to which the Company is a party constitutes a valid and binding legal obligation of such Purchaser Stockholderthe Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Vxxxx and Binding Agreement. (a) With respect to Sponsor only, (i) Sponsor Seller has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (ii) the . The execution, delivery and performance of this Agreement by SponsorSeller, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite limited liability company corporate action on the part of Sponsor; and (iii) no Seller. No other corporate actions or proceedings on the part of Sponsor Seller are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (b) With respect Subject to each Purchaser Shareholder other than the Sponsorterms and conditions of the Business Combination Agreement (including the Ancillary Agreements and the Seller Disclosure Letter), (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement by such Purchaser ShareholderSeller, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the executiondo not, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated hereby do not and will not not, (i) conflict with or any Seller Governing Matters, (ii) result in any breach ofof any Seller Governing Matters, (iii) constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) underunder any Seller Governing Matters, (iv) result in a violation ofof any Seller Governing Matters, (v) result in the creation of any Lien upon any assets or properties of such Purchaser Shareholder underSeller under any Seller Governing Matters, (vi) give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect toto any Seller Governing Matters, or (vii) result in any loss or impairment of any right underunder any Seller Governing Matters, or (viii) require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under Authority. For purposes hereof, the term “Seller Governing Matters” means (i) the provisions of SponsorSeller’s Organizational Documents (with respect to Sponsor only)Documents, (ii) any Contract or Permit to which such Purchaser Shareholder Seller or its, his or her its properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree Law to which such Purchaser Shareholder Seller is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, prevent, materially impair or materially delay such Purchaser Shareholder from consummating the transaction contemplated hereby. (d) This Agreement has been duly executed and delivered by such Purchaser Stockholder and constitutes a valid and binding legal obligation of such Purchaser Stockholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable Laws.

Authorization; No Breach; Vxxxx and Binding Agreement. (a) With respect to Sponsor only, (i) Sponsor Purchaser has all requisite limited liability company corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby; hereby (iiincluding the Share Sale) the and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Sponsor, Purchaser and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all requisite limited liability company corporate action on the part of Sponsor; Purchaser, and (iii) no other corporate actions or proceedings on the part of Sponsor Purchaser are necessary to authorize the execution, delivery or performance of this Agreement or the Ancillary Agreements or to consummate the transactions contemplated herebyhereby and thereby, other than the Purchaser Shareholder Approval. (b) With respect to each Except for the Purchaser Shareholder other than the SponsorApproval, (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement by such Purchaser Shareholder, and the consummation of the transactions contemplated hereby, have been duly and validly authorized Ancillary Agreements by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien upon any assets or properties of such Purchaser Shareholder under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of SponsorPurchaser’s Organizational Documents (with respect to Sponsor only)Documents, (ii) any Contract or instrument or Permit to which such Purchaser Shareholder or its, his its or her their respective properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c4.03(b), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, preventhave a Purchaser Material Adverse Effect. (c) The execution and delivery of this Agreement or any Ancillary Agreement by Purchaser do not, materially impair and the performance of this Agreement or materially delay such any Ancillary Agreement by Purchaser Shareholder from consummating will not, require any Regulatory Approval, except for compliance with, filings under, and approvals of Governmental Authorities relating to, the transaction contemplated herebyrequirements of the HSR Act, the federal securities Laws and/or any U.S. state securities or “blue sky” Laws, the rules and regulations of NASDAQ. (d) This Agreement has been, and each Ancillary Agreement to which Purchaser is a party has been or will be at Closing, as applicable, duly executed and delivered by such Purchaser, as applicable, and assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the other parties hereto or thereto, this Agreement and each Ancillary Agreement to which Purchaser Stockholder and is a party constitutes a valid and binding legal obligation of such Purchaser StockholderPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Vxxxx and Binding Agreement. (a) With respect to Sponsor only, (i) Sponsor Seller has all requisite limited liability company corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party and, subject to the consents, approvals, authorizations and other requirements described in this Section 3.03, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby; hereby (ii) including the Share Sale). The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Sponsor, Seller and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly authorized by all requisite limited liability company action on the part of Sponsor; corporate action, and (iii) no other corporate actions or proceedings on the its part of Sponsor are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby (including the Share Sale) and thereby. (b) With respect to each Purchaser Shareholder other than Except as set forth on Section 3.03(b) of the SponsorSeller Disclosure Letter, (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by such Purchaser ShareholderSeller, and the consummation of the transactions contemplated hereby, have been duly hereby and validly authorized by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien (other than Permitted Liens and Excepted Liens) upon any assets or properties of such Purchaser Shareholder Seller or any Target Company under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Sponsor’s the Organizational Documents (with respect to Sponsor only)of Seller or any Target Company, (ii) any Contract or Permit to which such Purchaser Shareholder Seller or its, his any Target Company or her their respective properties or assets is are bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder Seller or any Target Company is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or and (iii) of this Section 1.2(c3.03(b), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, prevent, materially impair or materially delay such Purchaser Shareholder from consummating the transaction contemplated herebyconsummation of the Transactions (including the Share Sale). (c) The execution and delivery of this Agreement or any Ancillary Agreement by Seller do not, and the performance of this Agreement or any Ancillary Agreement by Seller will not, require any Regulatory Approval, except for compliance with, filings under, and approvals of Governmental Authorities relating to, the requirements of the HSR Act, the federal securities Laws and/or any U.S. state securities or “blue sky” Laws, and the rules and regulations of NASDAQ. (d) This Agreement has been, and each Ancillary Agreement to which Seller is a party has been or will be at Closing, as applicable, duly executed and delivered by such Purchaser Stockholder Seller and assuming that this Agreement and each Ancillary Agreement is a valid and binding obligation of the other parties hereto and thereto, this Agreement and each Ancillary Agreement to which Seller is a party constitutes a valid and binding legal obligation of such Purchaser StockholderSeller, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Vxxxx and Binding Agreement. (a) With respect to Sponsor only, (i) Sponsor Purchaser has all requisite limited liability company corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (ii) the . The execution, delivery and performance of this Agreement by SponsorPxxxxxxxx, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite limited liability company corporate action on the part of Sponsor; and (iii) no Purchaser. No other corporate actions or proceedings on the part of Sponsor Purchaser are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (b) With respect Subject to each the terms and conditions of the Business Combination Agreement (including the Ancillary Agreements and the Purchaser Shareholder other than the SponsorDisclosure Letter), (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement by such Purchaser ShareholderPurchaser, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the executiondo not, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated hereby do not and will not not, (i) conflict with or any Purchaser Governing Matters, (ii) result in any breach ofof any Purchaser Governing Matters, (iii) constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) underunder any Purchaser Governing Matters, (iv) result in a violation ofof any Purchaser Governing Matters, (v) result in the creation of any Lien upon any assets or properties of such Purchaser Shareholder underunder any Purchaser Governing Matters, (vi) give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect toto any Purchaser Governing Matters, or (vii) result in any loss or impairment of any right underunder any Purchaser Governing Matters, or (viii) require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under Authority. For purposes hereof, the term “Purchaser Governing Matters” means (i) the provisions of SponsorPurchaser’s Organizational Documents (with respect to Sponsor only)Documents, (ii) any Contract or Permit to which such Purchaser Shareholder or its, his or her its properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree Law to which such Purchaser Shareholder is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, prevent, materially impair or materially delay such Purchaser Shareholder from consummating the transaction contemplated hereby. (d) This Agreement has been duly executed and delivered by such Purchaser Stockholder and constitutes a valid and binding legal obligation of such Purchaser Stockholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable Laws.