Common use of Authorization; No Conflicts Clause in Contracts

Authorization; No Conflicts. (a) The Company has all necessary corporate power and authority and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby and, following the effectiveness of such actions, for the due authorization, issuance, sale and delivery of the Purchased Notes and the reservation, issuance and delivery of the Conversion Shares. The Company has all necessary corporate power and authority and, except for receipt of the Company Shareholder Approval and the filing of the Certificate of Designations with the Secretary of State of the State of Texas, has taken all necessary corporate action required for the due authorization, issuance, sale and delivery of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased Notes. This Agreement has been, and the Indenture, the Convertible Notes and the Registration Rights Agreement, at the Closing will be, duly executed and delivered by the Company. Assuming due execution and delivery thereof by each of the other parties hereto or thereto, this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement will each be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The authorization, execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the authentication and delivery of the Purchased Notes, the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares do not and will not: (i) violate or result in the breach of any provision of the Certificate of Formation or Bylaws of the Company; or (ii) with such exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the creation of any lien upon any assets, rights or properties of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by Purchaser.

Authorization; No Conflicts. (a) The Company Seller has all necessary the requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations hereunder. The Trust has taken all necessary corporate action required for the due authorization, requisite power and authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement, Agreement by Seller has been duly and validly authorized by its Board of Directors and by all other necessary action on the Indenture, the Convertible Notes and the Registration Rights Agreementpart of Seller, and no other proceedings on the consummation by the Company part of Seller (including shareholder approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby and, following performance of this Agreement by the effectiveness of such actions, for Trust has been duly and validly authorized by the due authorization, issuance, sale Trust Managers and delivery by all other necessary action on the part of the Purchased Notes Trust, and no other proceedings on the reservation, issuance and delivery part of the Conversion Shares. The Company has all Trust (including shareholder approval) are necessary corporate power and authority and, except for receipt of to authorize this Agreement or to consummate the Company Shareholder Approval and the filing of the Certificate of Designations with the Secretary of State of the State of Texas, has taken all necessary corporate action required for the due authorization, issuance, sale and delivery of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased Notestransactions contemplated hereby. This Agreement has been, and the Indenture, the Convertible Notes and the Registration Rights Agreement, at the Closing will be, been duly executed and delivered by Seller and constitutes the Company. Assuming due execution and delivery thereof by each of the other parties hereto or thereto, this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement will each be a legally valid and binding obligation of the Company Seller, enforceable against the Company Seller in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or and other similar legal requirement laws and equitable principles relating to or affecting limiting creditors’ ' rights generally generally. This Agreement has been duly executed and delivered by the Trust and constitutes the legally valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, except as such enforceability is subject may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to general principles of equity (regardless of whether enforceability is considered or limiting creditors' rights generally. Except as set forth in a proceeding in equity or at law). (b) The authorizationSchedule 3.5, the execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes Agreement by Seller and the Registration Rights Agreement, Trust and the consummation by Seller and the Company Trust of the transactions contemplated hereby hereby, by the Share Purchase Agreement between the Trust and therebyBuyer, including dated as of December 13, 1996 (the authentication "December 13 Agreement") and delivery by the share purchase agreements dated as of the Purchased NotesNovember 25, the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes 1996 between Buyer and the issuance of any Conversion Shares do not and will not: (i) violate Pure World, Inc. and (ii) Jonathan Tratt, Stanxxx X. X. Xxrwixx, Xxitx Xxxxxx xxx X. J. Xxxxx (xxx "Selxxxx Xxxxxholder Agreements") will not (i) conflict with or result in the breach of any provision provisions of, or trigger any preferential rights under, the Charter Documents or the charter or organizational documents of the Certificate of Formation Subsidiaries or Bylaws of the Company; or Trust Partnerships, (ii) with such exceptions that have not had, and would not reasonably be expected to have, individually result in a breach or in the aggregateviolation of, a Material Adverse Effect: default under, or the triggering of any payment or other material obligations pursuant to, or accelerate vesting under, any Trust Benefit Plans or any grant or award thereunder or any employment or consulting agreement or arrangement of the Trust, any Subsidiary or any Trust Partnership, (Aiii) violate violate, conflict with, result in a breach of any provision of, constitute a breach default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or in a right of termination or cancellation of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s orperformance required by, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the creation of any lien Encumbrance upon any assetsProperties under, result in the triggering of any rights under, or properties result in being declared void, voidable or without further binding effect, any of the Company terms or provisions of any Material Contract of the Trust, any Subsidiary or any Trust Partnership or (iv) violate any Law. Schedule 3.5 lists all Permits and Approvals required to be obtained by Seller, the Trust, Subsidiaries and Trust Partnerships to consummate the transactions contemplated hereby and by the December 13 Agreement. Except for matters identified in Schedule 3.5 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller and the Trust and the consummation of the transactions contemplated hereby and by the December 13 Agreement will not require the consent, authorization or approval of filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity under the terms of any applicable Laws or Material Contracts of Seller, the Trust, Subsidiaries or Trust Partnerships. 5 Legal Proceedings. Except as set forth in Schedule 3.6 and except with respect to the Pure World Litigation, there is no Order or Action pending, or to the knowledge of Seller or the Trust threatened, against or affecting the Trust, any Subsidiary, any Trust Partnership, any Trust Manager in his capacity as a trust manager of the Trust or any of its Subsidiaries the Properties which (i) questions the validity of this Agreement, the Registration Rights Agreement, the Settlement Agreement or any action taken or to be taken pursuant hereto or thereto, or (ii) individually or when aggregated with one or more other Orders or Actions has, or if determined adversely will have, a material adverse effect on the suspensionbusiness, revocation financial condition, assets, results of operations or forfeiture prospects of the Trust, any franchiseSubsidiary or any Trust Partnership or on the Trust's ability to perform this Agreement. To Seller's and the Trust's knowledge, permit Schedule 3.6 lists each Order and each Action that (i) involves a claim or license granted potential claim of aggregate liability in excess of $50,000 against the Trust, any Subsidiary or any Trust Partnership that is not covered by insurance, (ii) involves a Governmental Entity claim or potential claim of aggregate liability brought by the Trust, any Subsidiary or any Trust Partnership against a tenant under any Tenant Lease which Tenant Lease obligates such tenant to pay rent to the Company Trust, any Subsidiary or any Trust Partnership during the year ending December 31, 1996 in an amount equal to or in excess of its Subsidiaries$150,000, other than liens under federal or state securities laws (iii) that enjoins or liens created seeks to enjoin any activity by Purchaserthe Trust, any Subsidiary or any Trust Partnership. There is no matter as to which the Trust, any Subsidiary or any Trust Partnership has received any notice, claim or assertion in connection with which any such Person has or may reasonably be expected to have any right to be indemnified by the Trust, any Subsidiary or any Trust Partnership.

Authorization; No Conflicts. (a) The Company has all necessary corporate power and authority and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement, the IndentureFacility Lease, the Convertible Notes Photomask Supply and the Registration Rights Agreement, Strategic Alliance Agreement and the consummation any other related agreements by Seller has been duly and validly authorized by the Company Board of the transactions contemplated hereby Directors of Seller and thereby and, following the effectiveness of such actions, for the due authorization, issuance, sale and delivery of the Purchased Notes and the reservation, issuance and delivery of the Conversion Shares. The Company has by all necessary corporate power and authority and, except for receipt of the Company Shareholder Approval and the filing of the Certificate of Designations with the Secretary of State of the State of Texas, has taken all other necessary corporate action required for on the due authorization, issuance, sale and delivery part of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased NotesSeller. This Agreement has been, been and the Indenture, the Convertible Notes and the Registration Rights Facility Lease Agreement, at Photomask Supply and Strategic Alliance Agreement and any related agreements to which Seller is a party shall, prior to or simultaneously with the Closing will beClosing, be duly executed and delivered by Seller and constitute the Company. Assuming due execution and delivery thereof by each of the other parties hereto or thereto, this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement will each be a legally valid and binding obligation obligations of the Company Seller, enforceable against the Company Seller in accordance with its their respective terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or and other similar legal requirement laws and equitable principles relating to or affecting creditors’ limiting creditors rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) generally. The authorization, execution, delivery and performance by the Company of this Agreement, the IndentureFacility Lease Agreement, the Convertible Notes Photomask Supply and Strategic Alliance Agreement and the Registration Rights Agreement, Strategic Alliance Agreement by Seller and the consummation execution, delivery and performance of any related agreements or contemplated transactions by Seller shall not violate, or constitute a breach or default (whether upon lapse of time and/or the Company occurrence of any act or event or otherwise) under, the charter documents or by-laws of Seller or any Material Contract of Seller, result in the imposition of any Encumbrance against any of the Purchased Assets, or violate any Law. Schedule 4.6 lists all Permits, Approvals and consents required to be obtained by Seller to consummate the transactions contemplated hereby and therebyby this Agreement. Except for matters identified in Schedule 4.6 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, including the authentication execution and delivery of this Agreement by Seller and the Purchased Notesperformance of this Agreement and any related or contemplated transactions by Seller will not require filing or registration with, or the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares do not and will not: (i) violate or result in the breach of any provision of the Certificate of Formation or Bylaws of the Company; or (ii) with such exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) violate any provision of, constitute a breach of, or default underPermit by, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a third party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the creation of any lien upon any assets, rights or properties of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by PurchaserEntity.

Authorization; No Conflicts. (a) The Company Seller has all necessary the requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations hereunder. The Trust has taken all necessary corporate action required for the due authorization, requisite power and authority to enter into this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement, Agreement by Seller has been duly and validly authorized by its Board of Directors and by all other necessary action on the Indenture, the Convertible Notes and the Registration Rights Agreementpart of Seller, and no other proceedings on the consummation by the Company part of Seller (including shareholder approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby and, following performance of this Agreement by the effectiveness of such actions, for Trust has been duly and validly authorized by the due authorization, issuance, sale Trust Managers and delivery by all other necessary action on the part of the Purchased Notes Trust, and no other proceedings on the reservation, issuance and delivery part of the Conversion Shares. The Company has all Trust (including shareholder approval) are necessary corporate power and authority and, except for receipt of to authorize this Agreement or to consummate the Company Shareholder Approval and the filing of the Certificate of Designations with the Secretary of State of the State of Texas, has taken all necessary corporate action required for the due authorization, issuance, sale and delivery of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased Notestransactions contemplated hereby. This Agreement has been, and the Indenture, the Convertible Notes and the Registration Rights Agreement, at the Closing will be, been duly executed and delivered by Seller and constitutes the Company. Assuming due execution and delivery thereof by each of the other parties hereto or thereto, this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement will each be a legally valid and binding obligation of the Company Seller, enforceable against the Company Seller in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or and other similar legal requirement laws and equitable principles relating to or affecting limiting creditors’ ' rights generally generally. This Agreement has been duly executed and delivered by the Trust and constitutes the legally valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, except as such enforceability is subject may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to general principles of equity (regardless of whether enforceability is considered or limiting creditors' rights generally. Except as set forth in a proceeding in equity or at law). (b) The authorization, execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the authentication and delivery of the Purchased Notes, the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares do not and will not: (i) violate or result in the breach of any provision of the Certificate of Formation or Bylaws of the Company; or (ii) with such exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the creation of any lien upon any assets, rights or properties of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by Purchaser.Schedule

Authorization; No Conflicts. (a) The Company has all necessary corporate Each of Wejo and Merger Sub 1 has, and Hxxxxx and Merger Sub 2 will have upon executing the Joinders as set forth in Section 5.23, full power and authority to execute and has taken all necessary corporate action required for deliver this Agreement and each other Transaction Agreement, to perform its obligations hereunder and thereunder and to consummate the due authorizationtransactions contemplated hereby and thereby, subject to Wejo Shareholder Approval and the Merger Sub Shareholder Approvals. The execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes Agreement and the Registration Rights Agreement, each other Transaction Agreement and the consummation by the Company of the transactions contemplated hereby and thereby andhave been, following or will be, as to the effectiveness parties executing Jxxxxxxx as set forth in Section 5.23, upon execution of such actionsJxxxxxxx, for duly and validly authorized and approved by all requisite action on the due authorizationpart of Wejo, issuanceHoldco and Merger Subs, sale and no other proceedings on their part are necessary to authorize the execution, delivery or performance of the Purchased Notes this Agreement and the reservationother Transaction Agreements (other than obtaining Wejo Shareholder Approval, issuance the Merger Sub Shareholder Approvals, and delivery of filing the Conversion Shares. The Company has all necessary corporate power required TKB Merger Filing Documents and authority and, except for receipt of Wejo Merger Filing Documents with the Company Shareholder Approval Cayman Registrar in accordance with the Cayman Companies Act and the filing Registrar of the Certificate of Designations Companies in Bermuda in accordance with the Secretary of State of the State of TexasBermuda Companies Act, has taken all necessary corporate action required for the due authorization, issuance, sale and delivery of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased Notesrespectively). This Agreement and each other Transaction Agreement to which Holdco, Wejo or Merger Subs are a party has been, and or will be at or prior to the Indenture, the Convertible Notes and the Registration Rights Agreement, at the Closing will beClosing, duly and validly authorized, executed and delivered by each of Wejo, Merger Sub 1, Merger Sub 2 and Holdco, and assuming that this Agreement and each of the Company. Assuming due execution and delivery thereof Transaction Agreements to which Wejo, Holdco, Merger Sub 1 or Merger Sub 2 is a party to be executed by each of the other parties hereto or theretoHoldco, this AgreementWejo, the Indenture, the Convertible Notes Merger Sub 1 and the Registration Rights Agreement will each be Merger Sub 2 is a valid and binding obligation of the Company other parties hereto and thereto, this Agreement and each other Transaction Agreement to which Holdco, Wejo, Merger Sub 1 or Merger Sub 2 is a party constitute, or when so executed and delivered will constitute, legal, valid and binding obligations of each of Holdco, Wejo and Merger Subs, enforceable against the Company it in accordance with its their respective terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)any Enforceability Exceptions. (b) The authorizationExcept (i) for the requirements under the Securities Laws, Nasdaq and any other Laws that are required for the consummation of the transactions contemplated hereby (including the Investment Screening Laws) and (ii) as set forth on Section 4.3(b) of the Wejo Disclosure Schedules, the execution, delivery and performance by the Company of this AgreementAgreement and each of the Transaction Agreements to be executed by Holdco, the Indenture, the Convertible Notes and the Registration Rights Agreement, Wejo and/or Merger Subs and the consummation by the Company of the transactions contemplated hereby and thereby, including the authentication or compliance by Holdco, Wejo and delivery Merger Subs with any of the Purchased Notesprovisions hereof or thereof, the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares do not and will not: not (ia) violate assuming the Wejo Shareholder Approval and the Merger Sub Shareholder Approvals are obtained, conflict with or result in any violation of any provision of (1) the Wejo Organizational Documents, (2) the Holdco Organizational Documents or (3) the equivalent organizational documents of the Merger Subs, (b) result in a breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the triggering of any payment or other obligation or any right of consent or approval or right of first offer or refusal, or result in the breach creation of a Lien on any material property or asset of Wejo or any Wejo Subsidiary, (c) subject to the approvals and filings set forth in this Agreement and assuming Wejo Shareholder Approval and the Merger Sub Shareholder Approvals are obtained, conflict with or violate any outstanding judgment, order or decree, any applicable Law, or any rule or regulation of any provision securities exchange on which Wejo Common Shares are listed for trading, in each case applicable to Wejo or any Wejo Subsidiary or any of the Certificate material properties or assets of Formation Wejo or Bylaws any Wejo Subsidiary, except, in the case of the Company; clauses (b) and (c) above, for any such conflicts, violations, breaches, defaults or (ii) with such exceptions that have not had, and would other occurrences which are not reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect: (A) violate any provision ofto be material to Wejo, constitute a breach ofHoldco, or default under, any judgment, order, writ, or decree applicable to the Company Merger Subs or any of its Subsidiaries Wejo Subsidiary, taken as a whole. (c) The affirmative vote (or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement action by written consent) (each, a the “ContractWejo Shareholder Approval”) of the majority of holders of the Wejo Common Shares that are present and voting at a quorate general meeting is the only vote or consent of the holders of any class or series of Wejo Common Shares necessary to adopt or approve this Agreement, the other Transaction Agreements to which the Company or any of its Subsidiaries Wejo is a party party, and the other transactions contemplated by this Agreement. The vote (or accelerate action by written consent) (the Company’s or“Merger Sub Shareholder Approvals”) of Holdco, if applicableas the sole shareholder of each Merger Sub, any is the only vote or consent of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the creation holders of any lien upon any assets, rights class or properties series of share capital of the Company or any of its Subsidiaries or Merger Subs necessary to approve the suspensionMergers and the other transactions contemplated by this Agreement, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity and to the Company or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by Purchaseradopt this Agreement.

Authorization; No Conflicts. (a) The Company Merger Sub has all necessary requisite corporate power and authority to enter into this Agreement and has taken all necessary corporate action required for to consummate the due authorization, transactions contemplated hereby. The execution, delivery and performance by the Company Merger Sub of this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement, Agreement and the consummation by the Company Merger Sub of the transactions contemplated hereby and thereby and, following the effectiveness of such actions, for the due authorization, issuance, sale and delivery of the Purchased Notes and the reservation, issuance and delivery of the Conversion Shares. The Company has all necessary corporate power and authority and, except for receipt of the Company Shareholder Approval and the filing of the Certificate of Designations with the Secretary of State of the State of Texas, has taken have been duly authorized by all necessary corporate action required for on the due authorization, issuance, sale and delivery part of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased NotesMerger Sub. This Agreement has been, and the Indenture, the Convertible Notes and the Registration Rights Agreement, at the Closing will be, been duly executed and delivered by the Company. Assuming due execution Merger Sub and delivery thereof by each of the other parties hereto or thereto, this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement will each be constitutes a valid and binding obligation agreement of the Company Merger Sub, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or and other similar legal requirement laws relating to or affecting creditors’ rights generally and except as such enforceability is subject to creditors generally, by general equity principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The authorizationBoard of Directors of Merger Sub, by resolutions duly adopted by unanimous written consent which have not subsequently been rescinded or modified in any way (the "MERGER SUB BOARD APPROVAL"), has duly (i) determined that this Agreement and the Merger are advisable and fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved this Agreement and the Merger and (iii) recommended that the sole stockholder of Merger Sub approve this Agreement and the Merger and directed that this Agreement and the Merger be submitted for consideration by Merger Sub's sole stockholder. The Merger Sub Board Approval constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL. To the Knowledge of Merger Sub, except for Section 203 of the DGCL, no state takeover statute is applicable to the Merger or the other transactions contemplated hereby. The sole stockholder of Merger Sub, by resolutions duly adopted pursuant to written consent and not subsequently rescinded or modified in any way, has approved this Agreement and the Merger. (c) The execution, delivery and performance by the Company Merger Sub of this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement, Agreement and the consummation by the Company Merger Sub of the transactions contemplated hereby and thereby, including the authentication and delivery of the Purchased Notes, the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares do not and will not: (i) violate not contravene or result in conflict with the breach certificate of any provision incorporation or bylaws of the Certificate of Formation or Bylaws of the Company; or (ii) with such exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the creation of any lien upon any assets, rights or properties of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by PurchaserMerger Sub.

Authorization; No Conflicts. (a) The Company TKB has all necessary corporate full power and authority to execute and has taken all necessary corporate action required for deliver this Agreement and each other Transaction Agreement, to perform its obligations hereunder and thereunder and to consummate the due authorizationtransactions contemplated hereby and thereby, subject to TKB Shareholder Approval. The execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes Agreement and the Registration Rights Agreement, each other Transaction Agreement and the consummation by the Company of the transactions contemplated hereby and thereby andhave been duly and validly authorized and approved by all requisite action on the part of TKB, following and no other proceedings on their part are necessary to authorize the effectiveness execution, delivery or performance of such actions, for the due authorization, issuance, sale and delivery of the Purchased Notes this Agreement and the reservation, issuance and delivery of the Conversion Shares. The Company has all necessary corporate power and authority and, except for receipt of the Company other Transaction Agreements (other than obtaining TKB Shareholder Approval and filing the filing of the Certificate of Designations TKB Merger Filing Documents with the Secretary of State of Cayman Registrar as required by the State of Texas, has taken all necessary corporate action required for the due authorization, issuance, sale and delivery of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased NotesCayman Companies Act). This Agreement and each other Transaction Agreement to which TKB is a party has been, and or will be at or prior to the Indenture, the Convertible Notes and the Registration Rights Agreement, at the Closing will beClosing, duly and validly authorized, executed and delivered by the Company. Assuming due execution TKB, and delivery thereof by assuming that this Agreement and each of the other parties hereto or thereto, this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement will each Transaction Agreements to which TKB is a party to be executed by TKB is a valid and binding obligation of the Company other parties hereto and thereto, this Agreement and each other Transaction Agreement to which TKB is a party constitute, or when so executed and delivered will constitute, legal, valid and binding obligations of TKB, enforceable against the Company it in accordance with its their respective terms, except as such enforceability may be limited by applicable laws relating subject to bankruptcy, insolvency, reorganization, moratorium or other and similar legal requirement Laws relating to or affecting creditors’ rights generally and except as such enforceability is subject or to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawthe “Enforceability Exceptions”). (b) The authorizationExcept (i) for the requirements under the Securities Laws, Nasdaq and any other Laws that are required for the consummation of the transactions contemplated hereby and (ii) as set forth on Section 3.2(b)of the TKB Disclosure Schedules, the execution, delivery and performance by the Company of this Agreement, Agreement and each of the Indenture, the Convertible Notes and the Registration Rights Agreement, Transaction Agreements to be executed by TKB and the consummation by the Company of the transactions contemplated hereby and thereby, including the authentication and delivery or compliance by TKB with any of the Purchased Notesprovisions hereof or thereof, the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares do not and will not: not (ia) violate assuming the TKB Shareholder Approval is obtained, conflict with or result in the breach any violation of any provision of the Certificate TKB Organizational Documents, (b) result in a breach or violation of Formation or Bylaws constitute a default (or an event which with notice or lapse of the Company; time or (iiboth would become a default) with such exceptions that have not hadunder, and would not reasonably be expected give to haveothers any right of termination, individually amendment, acceleration or cancellation of, result in the aggregate, a Material Adverse Effect: (A) violate triggering of any provision of, constitute a breach ofpayment or other obligation or any right of consent or approval or right of first offer or refusal, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the creation of a Lien on any lien upon material property or asset of TKB, (c) subject to the approvals and filings set forth in this Agreement and assuming TKB Shareholder Approval is obtained, conflict with or violate any assetsoutstanding judgment, rights order or properties decree, any applicable Law, or any rule (c) Except for (i) with respect to the adoption and approval of this Agreement and the TKB Merger and the other transactions contemplated by this Agreement as TKB’s Business Combination, an ordinary resolution passed by the affirmative vote of holders of a simple majority of the Company TKB Shares and (ii) with respect to the adoption and approval of the TKB Plan of Merger, a special resolution passed by the affirmative vote of holders of a majority of at least two-thirds of the TKB Shares, in each case that are present and voting at a quorate general meeting and compliant with the provisions of the Cayman Companies Act (the “TKB Shareholder Approval”), no other vote or any consent of its Subsidiaries or the suspension, revocation or forfeiture holders of any franchiseclass or series of TKB Securities is required or necessary to adopt or approve this Agreement, permit or license granted the other Transaction Agreements to which TKB is a party, the TKB Merger and the other transactions contemplated by a Governmental Entity to the Company or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by Purchaserthis Agreement.

Authorization; No Conflicts. (a) The Company TKB has all necessary corporate full power and authority to execute and has taken all necessary corporate action required for deliver this Agreement and each other Transaction Agreement, to perform its obligations hereunder and thereunder and to consummate the due authorizationtransactions contemplated hereby and thereby, subject to TKB Shareholder Approval. The execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes Agreement and the Registration Rights Agreement, each other Transaction Agreement and the consummation by the Company of the transactions contemplated hereby and thereby andhave been duly and validly authorized and approved by all requisite action on the part of TKB, following and no other proceedings on their part are necessary to authorize the effectiveness execution, delivery or performance of such actions, for the due authorization, issuance, sale and delivery of the Purchased Notes this Agreement and the reservation, issuance and delivery of the Conversion Shares. The Company has all necessary corporate power and authority and, except for receipt of the Company other Transaction Agreements (other than obtaining TKB Shareholder Approval and filing the filing of the Certificate of Designations TKB Merger Filing Documents with the Secretary of State of Cayman Registrar as required by the State of Texas, has taken all necessary corporate action required for the due authorization, issuance, sale and delivery of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased NotesCayman Companies Act). This Agreement and each other Transaction Agreement to which TKB is a party has been, and or will be at or prior to the Indenture, the Convertible Notes and the Registration Rights Agreement, at the Closing will beClosing, duly and validly authorized, executed and delivered by the Company. Assuming due execution TKB, and delivery thereof by assuming that this Agreement and each of the other parties hereto or thereto, this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement will each Transaction Agreements to which TKB is a party to be executed by TKB is a valid and binding obligation of the Company other parties hereto and thereto, this Agreement and each other Transaction Agreement to which TKB is a party constitute, or when so executed and delivered will constitute, legal, valid and binding obligations of TKB, enforceable against the Company it in accordance with its their respective terms, except as such enforceability may be limited by applicable laws relating subject to bankruptcy, insolvency, reorganization, moratorium or other and similar legal requirement Laws relating to or affecting creditors’ rights generally and except as such enforceability is subject or to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawthe “Enforceability Exceptions”). (b) The authorizationExcept (i) for the requirements under the Securities Laws, Nasdaq and any other Laws that are required for the consummation of the transactions contemplated hereby and (ii) as set forth on Section 3.2(b)of the TKB Disclosure Schedules, the execution, delivery and performance by the Company of this Agreement, Agreement and each of the Indenture, the Convertible Notes and the Registration Rights Agreement, Transaction Agreements to be executed by TKB and the consummation by the Company of the transactions contemplated hereby and thereby, including the authentication and delivery or compliance by TKB with any of the Purchased Notesprovisions hereof or thereof, the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares do not and will not: not (ia) violate assuming the TKB Shareholder Approval is obtained, conflict with or result in the breach any violation of any provision of the Certificate TKB Organizational Documents, (b) result in a breach or violation of Formation or Bylaws constitute a default (or an event which with notice or lapse of the Company; time or (iiboth would become a default) with such exceptions that have not hadunder, and would not reasonably be expected give to haveothers any right of termination, individually amendment, acceleration or cancellation of, result in the aggregate, a Material Adverse Effect: (A) violate triggering of any provision of, constitute a breach ofpayment or other obligation or any right of consent or approval or right of first offer or refusal, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the creation of a Lien on any lien upon material property or asset of TKB, (c) subject to the approvals and filings set forth in this Agreement and assuming TKB Shareholder Approval is obtained, conflict with or violate any assetsoutstanding judgment, rights order or properties decree, any applicable Law, or any rule or regulation of the Company any securities exchange on which TKB Securities are listed for trading, or any of its Subsidiaries the material properties or assets of TKB, except, in the suspensioncase of clauses (b) and (c) above, revocation for any such conflicts, violations, breaches, defaults or forfeiture other occurrences which are not reasonably expected to be material to TKB. (c) Except for (i) with respect to the adoption and approval of this Agreement and the TKB Merger and the other transactions contemplated by this Agreement as TKB’s Business Combination, an ordinary resolution passed by the affirmative vote of holders of a simple majority of the TKB Shares and (ii) with respect to the adoption and approval of the TKB Plan of Merger, a special resolution passed by the affirmative vote of holders of a majority of at least two-thirds of the TKB Shares, in each case that are present and voting at a quorate general meeting and compliant with the provisions of the Cayman Companies Act (the “TKB Shareholder Approval”), no other vote or consent of the holders of any franchiseclass or series of TKB Securities is required or necessary to adopt or approve this Agreement, permit or license granted the other Transaction Agreements to which TKB is a party, the TKB Merger and the other transactions contemplated by a Governmental Entity to the Company or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by Purchaserthis Agreement.

Authorization; No Conflicts. (a) The Company has all necessary the requisite corporate power and authority and has taken all necessary corporate action required for necessary to execute and deliver this Agreement and each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the due authorizationtransactions contemplated hereby and thereby. At a meeting of the Board duly convened and held meeting prior to the execution of this Agreement, the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board, and the Board has determined that the Merger is fair to and in the best interests of the Shareholders, declared that the Merger is advisable and recommended the approval of the Merger and this Agreement by the Shareholders (such recommendation, the “Company Recommendation”). No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes Agreement and the Registration Rights Agreement, other Transaction Documents to which the Company is or will be party and the consummation by the Company of the transactions contemplated hereby and thereby and, following (other than the effectiveness of such actions, for the due authorization, issuance, sale and delivery of the Purchased Notes and the reservation, issuance and delivery of the Conversion Shares. The Company has all necessary corporate power and authority and, except for receipt of the Company Requisite Shareholder Approval and the filing of the Certificate of Designations with the Secretary of State of the State of Texas, has taken all necessary corporate action required for the due authorization, issuance, sale and delivery of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased Notesthis Agreement). This Agreement has been, and the Indenture, other Transaction Documents to which the Convertible Notes Company is or will be party have been or will be duly and the Registration Rights Agreement, at the Closing will be, duly validly executed and delivered by the Company. Assuming due execution that this Agreement constitutes a valid and delivery thereof by each binding obligation of the other parties hereto or theretoParent and Merger Sub, this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement will each be constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such to the extent that its enforceability may be limited by subject to applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or laws affecting the enforcement of creditors’ rights generally and except as such enforceability is subject to by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equitable principles. (b) The authorization, execution, execution and delivery of this Agreement and performance by each other Transaction Document to which the Company is or will be a party do not, and the consummation of the transactions contemplated by this Agreement and each Transaction Document will not, directly or indirectly, (with or without notice or lapse of time, or both) (a) conflict with or violate any of the provisions of the Company’s articles of incorporation or bylaws of the Company, as amended to the date of this Agreement, (b) subject to the Indentureconsents, the Convertible Notes approvals, authorizations, declarations, filings and the Registration Rights Agreementnotices referred to in Section 3.4, and the consummation by the Company of the transactions contemplated hereby and therebyconflict with, including the authentication and delivery of the Purchased Notes, the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares do not and will not: (i) violate or result in the any violation of, breach of any provision of the Certificate of Formation or Bylaws of the Company; or (ii) with such exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the creation of a Lien on any lien upon any assets, rights or properties of the assets of the Company or any Company Subsidiary pursuant to, or give rise to a right of its Subsidiaries termination, cancellation, acceleration, modification or the suspension, revocation or forfeiture loss of any franchisematerial benefit or material obligation under, permit any Material Contract or license granted by a Governmental Entity Authorization or (c) subject to the Company consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene in any material respect or require any material consent, approval, authorization, declaration, filing, or notice under any domestic or foreign Law, any Order or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by PurchaserGovernmental Authorization currently in effect and binding upon any AGF Entity.

Authorization; No Conflicts. (a) The Each of the Company and Merger Sub has all necessary corporate full power and authority to execute and has taken all necessary corporate action required for deliver this Agreement, each other Transaction Agreement and the due authorizationLoan Amendments to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes each other Transaction Agreement and the Registration Rights Agreement, Loan Amendments to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby and, following have been duly and validly authorized and approved by all requisite action on the effectiveness of such actions, for the due authorization, issuance, sale and delivery of the Purchased Notes and the reservation, issuance and delivery of the Conversion Shares. The Company has all necessary corporate power and authority and, except for receipt part of the Company Shareholder Approval and Merger Sub, and no other proceedings on their part are necessary to authorize the execution, delivery or performance of this Agreement, the other Transaction Agreements and the Loan Amendments to which it is a party (other than filing of the appropriate merger documents by Merger Sub and obtaining a Certificate of Designations with Merger from the Secretary Israeli Registrar of State of Companies as required by the State of Texas, has taken all necessary corporate action required for the due authorization, issuance, sale and delivery of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased NotesCompanies Law). This Agreement has been, and the Indenture, the Convertible Notes and the Registration Rights Agreement, at each other Transaction Agreement and each Loan Amendment to which the Closing will beCompany or Merger Sub is a party has been duly and validly authorized, duly executed and delivered by each of the Company. Assuming due execution Company and delivery thereof Merger Sub, and assuming that this Agreement, each of the Transaction Agreements and each Loan Amendment to which the Company or Merger Sub is a party to be executed by each of the other parties hereto or thereto, this Agreement, the Indenture, the Convertible Notes Company and the Registration Rights Agreement will each be Merger Sub is a valid and binding obligation of the other parties hereto and thereto, this Agreement, each other Transaction Agreement and each Loan Amendment to which the Company or Merger Sub is a party constitute, or when so executed and delivered will constitute, legal, valid and binding obligations of each of the Company and Merger Sub, enforceable against the Company it in accordance with its their respective terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)any Enforceability Exceptions. (b) The authorization, execution, delivery and performance by the Company of this Agreement, each of the Indenture, the Convertible Notes Transaction Agreements and the Registration Rights Agreement, Loan Amendments to be executed by the Company or Merger Sub and the consummation by the Company of the transactions contemplated hereby and thereby, including or compliance by the authentication Company and delivery Merger Sub with any of the Purchased Notesprovisions hereof or thereof, the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares do not and will not: not (x) conflict with or result in any violation of any provision of (i) violate the Company Organizational Documents or (ii) the equivalent organizational documents of the Merger Sub, (y) result in a breach or violation of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, result in the triggering of any payment, the grant or issuance of any Company Share Rights, or other obligation or any right of consent or approval or right of first offer or refusal under, any Company Material Contract, or result in the breach creation of a Lien on any provision material property or asset of the Certificate of Formation Company or Bylaws any Company Subsidiary, (z) subject to the approvals and filings set forth in this Agreement, conflict with or violate any outstanding judgment, order or decree, or any applicable Law, in each case applicable to the Company or any Company Subsidiary or any of the Company; material properties or assets of the Company or any Company Subsidiary, except, in the case of clauses (iiy) with and (z) above, for any such exceptions that have not hadconflicts, and would violations, breaches, defaults or other occurrences which are not reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect: (A) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to be material to the Company and the Company Subsidiaries, taken as a whole (it being understood that a default or event of default (however denominated), or an event which with notice or lapse of time or both would become a default or event of default (however denominated), under any Material Loan Agreement or any Loan Amendment that is continuing shall, in each case, for the purposes of its Subsidiaries or any mortgagethis representation only, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) be deemed to which be material to the Company and the Company Subsidiaries). (c) The Company Stockholder Consent and the consent of the holders of 2022 Notes representing a majority of the outstanding principal of the 2022 Notes are the only vote or any consent of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; or (C) result in the creation holders of any lien upon any assets, rights class or properties series of capital stock of the Company necessary to adopt or any approve the A&R Charter, the A&R Bylaws and the other transactions contemplated by this Agreement. The vote or consent of its Subsidiaries the Company, as the sole stockholder of Merger Sub, is the only vote or consent of the suspension, revocation or forfeiture holders of any franchiseclass or series of capital stock of Merger Sub necessary to approve the Merger and to adopt this Agreement. (d) The Company Board, permit or license granted by at a Governmental Entity meeting duly called and held in compliance with the applicable Law and the Company Organizational Documents, has unanimously (i) determined that the Merger is advisable, fair to, and in the best interests of the Company and its stockholders and (ii) approved this Agreement, the Merger, the issuance of Common Stock to the shareholders of Otonomo pursuant to the terms of this Agreement and the other actions contemplated by this Agreement, and deemed this Agreement advisable. (e) No insolvency, freeze of proceedings or similar proceedings have been applied for or instituted, nor is any such proceeding legally required to be initiated, against a material portion of the assets of any Company Subsidiary. No Company Subsidiary has ceased or suspended its payments (Zahlungen eingestellt) nor entered into or offered any of its Subsidiaries, other than liens under federal debt settlement agreements or state securities laws or liens created by Purchasersimilar arrangements with creditors.

Authorization; No Conflicts. (a) The Company Each of Parent and Merger Sub has all necessary requisite corporate power and authority to enter into this Agreement and has taken all necessary corporate action required for to consummate the due authorization, transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement, Agreement and the consummation by the Company them of the transactions contemplated hereby have been duly and thereby and, following the effectiveness of such actions, for the due authorization, issuance, sale and delivery of the Purchased Notes and the reservation, issuance and delivery of the Conversion Shares. The Company has validly authorized by all necessary corporate power action on the part the board of directors of each of Parent and authority Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except only, with respect to the Merger, for receipt of the Company Shareholder Approval and the filing of the Certificate of Designations Merger with the Secretary of State of the State of TexasDelaware pursuant to the DGCL, has taken all no other corporate proceedings on the part of Parent or Merger Sub are necessary corporate action required for to authorize the due authorizationexecution, issuance, sale delivery and delivery performance of this Agreement and the consummation by them of the shares of Series A Preferred Stock that may be issuable upon exchange of the Purchased Notestransactions contemplated hereby. This Agreement has been, been duly and the Indenture, the Convertible Notes and the Registration Rights Agreement, at the Closing will be, duly validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the Company. Assuming due execution and delivery thereof by each of the other parties hereto or thereto, this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement will each be a valid and binding obligation agreement of the Company Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or and other similar legal requirement Laws of general applicability relating to or affecting creditors’ ' rights generally and except as such enforceability is subject to by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The authorization, execution, execution and delivery by Parent and Merger Sub of this Agreement and the performance by the Company Parent and Merger Sub of this Agreement, the Indenture, the Convertible Notes and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including the authentication and delivery of the Purchased Notes, the issuance of any shares of Series A Preferred Stock upon exchange of the Purchased Notes and the issuance of any Conversion Shares their obligations hereunder do not and will not: not require any Consents other than (i) violate or result in with respect to the breach of any provision Merger, the filing of the Certificate of Formation or Bylaws Merger with the Secretary of State of the Company; or State of Delaware in accordance with the DGCL, (ii) with such exceptions that have not hadConsents of the SEC or under state securities or "blue sky" laws and the securities laws of any foreign country, and such Consents as may be required in any jurisdiction where Parent or Merger Sub is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization, and (iii) any other Consents that, if they were not obtained or made, would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Parent Material Adverse Effect: . (Ac) violate Assuming compliance with the matters referenced in Section 3.3(b), the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Parent or Merger Sub, (ii) contravene or conflict with or constitute a violation of any provision of, constitute a breach of, of any Law binding upon or default under, any judgment, order, writ, or decree applicable to the Company Parent or Merger Sub or any of its Subsidiaries their respective properties or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation or any Privacy Obligation; assets or (Ciii) result in the creation of any lien Lien (other than Permitted Liens) upon any assets, rights or properties of the Company properties or any assets of its Subsidiaries Parent or Merger Sub; provided, however, than no representation or warranty is made in the suspensionforegoing clauses (ii) and (iii) with respect to matters that would not reasonably be expected, revocation individually or forfeiture of any franchisein the aggregate, permit or license granted by to have a Governmental Entity to the Company or any of its Subsidiaries, other than liens under federal or state securities laws or liens created by PurchaserParent Material Adverse Effect.