Common use of Authorization, Validity and Enforceability of Agreements Clause in Contracts

Authorization, Validity and Enforceability of Agreements. The Company has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Documents constitutes the valid and legally binding obligation of the Company and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally. The Company does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any Governmental Authority (defined hereafter) or other Person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) resulting from the issuance of the Company Shares, the Company Warrants and the shares issuable upon exercise of the Company Warrants (the “Warrant Shares”) in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. The Company has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”''), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Documents constitutes the valid and legally binding obligation of the Company and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ ' rights generally. The Company does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any Governmental Authority (defined hereafter) or other Person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") resulting from the issuance of the Company Shares, the Company Warrants and the shares issuable upon exercise of the Company Warrants (the “Warrant Shares”) Shares or securities in connection with the Share ExchangeFinancing and the Loan Conversion.

Authorization, Validity and Enforceability of Agreements. The Company Moonshine has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents by the Company Moonshine and the consummation by the Company Moonshine of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of the CompanyMoonshine, and no other corporate proceedings on the part of the Company Moonshine are necessary to authorize this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby. Each of this This Agreement and the Transaction Documents constitutes the valid and legally binding obligation of the Company Moonshine and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally. The Company Moonshine does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any Governmental Authority (defined hereafter) government or governmental agency or other Person person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) resulting from the issuance of the Company Moonshine Shares, the Company Warrants and the shares issuable upon exercise of the Company Warrants (the “Warrant Shares”) in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. The Company BABA has all full corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), to perform its obligations hereunder and thereunder to consummate the transactions contemplated hereby and thereby. The BABA Indemnity Party has all requisite power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by BABA and each of the Transaction Documents by the Company BABA Indemnity Party and the consummation by BABA and the Company BABA Indemnity Party of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of the CompanyBABA, and no other corporate proceedings on the part of the Company BABA are necessary to authorize this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby. Each of this This Agreement and the Transaction Documents constitutes the valid and legally binding obligation of BABA and the Company BABA Indemnity Party and is enforceable in accordance with its termsterms against each of them, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ creditor’s rights generally. The Company does not need Neither BABA nor the BABA Indemnity Party needs to give any notice to, make any filings with, or obtain any authorization, consent or approval of any Governmental Authority (defined hereafter) government or governmental agency or other Person person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), resulting from the issuance of the Company Shares, the Company Warrants and the shares issuable upon exercise of the Company Warrants (the “Warrant Shares”) in connection with the Share ExchangeBABA Consideration.

Authorization, Validity and Enforceability of Agreements. The Company has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Documents constitutes the valid and legally binding obligation of the Company and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally. The Company does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any Governmental Authority (defined hereafter) or other Person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) resulting from the issuance of the Company Shares, the Company Warrants and the shares issuable upon exercise of the Company Warrants (the “Warrant Shares”) Shares or securities in connection with the Share ExchangeFinancing and the Loan Conversion.

Authorization, Validity and Enforceability of Agreements. The Company Each of the Buyer and Loton has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents by the Company Buyer and Loton and the consummation by the Company Buyer and Loton of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of the CompanyBuyer and Loton, respectively, and no other corporate proceedings on the part of the Company Buyer or Loton are necessary to authorize this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby. Each of this This Agreement and the Transaction Documents constitutes the valid and legally binding obligation of the Company Buyer and is Loton and upon the execution of this Agreement by the Members, shall be enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generallygenerally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. The Company does Buyer and Loton do not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any Governmental Authority (defined hereafter) government or governmental agency or other Person person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states or federal securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) resulting from the issuance of the Company Shares, the Company Warrants and the shares issuable upon exercise of the Company Warrants (the “Warrant Shares”) in connection with the Share Exchange).

Authorization, Validity and Enforceability of Agreements. The Company Ally Profit has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby. Each of this This Agreement and the Transaction Documents constitutes the valid and legally binding obligation of the Company Ally Profit and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ creditors rights generally. The Company does not need Neither Ally Profit, nor any of the Ally Profit Companies, needs to give any notice to, make any filings with, or obtain any authorization, consent or approval of any Governmental Authority (defined hereafter) government or governmental agency or other Person person in order for it Ally Profit to consummate the transactions contemplated by this AgreementAgreement and the Transaction Documents, other than filings that may be required or permitted under states BVI law, state securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) resulting from the issuance transfer and exchange of the Company Ally Profit Shares, the Company Warrants . The execution and delivery of this Agreement and the shares issuable upon exercise Transaction Documents by Ally Profit and the consummation by Ally Profit of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of Ally Profit, and no other corporate proceedings on the part of Ally Profit or any Ally Profit Company Warrants (are necessary to authorize this Agreement and the “Warrant Shares”) in connection with Transaction Documents or to consummate the Share Exchangetransactions contemplated hereby or thereby.

Authorization, Validity and Enforceability of Agreements. The Company FORMRUNNER has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments instruments, and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively, collectively the “Transaction DocumentsAgreements”), ) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents Agreements by the Company FORMRUNNER and the consummation by the Company FORMRUNNER of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of the CompanyFORMRUNNER, and no other corporate proceedings on the part of the Company FORMRUNNER are necessary to authorize this Agreement or the Transaction Documents Agreements or to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Documents constitutes The Agreements constitute the valid and legally binding obligation of the Company FORMRUNNER and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ creditors rights generally. The Company FORMRUNNER does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any Governmental Authority (defined hereafter) government or governmental agency or other Person party in order for it to consummate the transactions contemplated by this Agreementany of the Agreements, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) resulting from the issuance of the Company Shares, the Company Warrants and the shares issuable upon exercise of the Company Warrants (the “Warrant Shares”) FORMRUNNER Shares in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. The Company Lihua has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents by the Company Lihua and the consummation by the Company Lihua of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of the CompanyLihua, and no other corporate proceedings on the part of the Company Lihua are necessary to authorize this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby. Each of this This Agreement and the Transaction Documents constitutes the valid and legally binding obligation of the Company Lihua and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ creditors rights generally. The Company Lihua does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any Governmental Authority (defined hereafter) government or governmental agency or other Person person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) resulting from the issuance of the Company Shares, the Company Warrants and the shares issuable upon exercise of the Company Warrants (the “Warrant Shares”) Lihua Shares or securities in connection with the Share ExchangePrivate Placement.