Common use of Conditions to Obligations of the Company and the Seller Clause in Contracts

Conditions to Obligations of the Company and the Seller. The obligations of the Company and the Seller to consummate the Closing is subject to the satisfaction, or the waiver by each of the Company and Seller at their sole and absolute discretion, of all of the following further conditions: (a) The Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. (b) (i) The representations and warranties of Purchaser contained in this Agreement (except in Section 5.11), and in any certificate or other writing delivered by the Purchaser pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality shall be true and correct in all material respects at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such date, provided that in each case to the extent such representation or warranty is made in ARTICLE V only as of a specific date, such representation or warranty shall speak only as of such specific date and (ii) the representations and warranties of Purchaser contained in Section 5.11 shall be true and correct in all respects at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such date. (c) Since the Agreement Date, no Purchaser Material Adverse Effect shall have occurred and be continuing. (d) The Company shall have received a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that each of the conditions set forth in Sections 9.3(a), 9.3(b) and 9.3(c) have been satisfied. (e) Each of the Additional Agreements shall have been duly executed (in each case, in a form reasonably acceptable to the Purchaser, the Seller and the Company) and delivered to the Company and the Seller by the parties thereto other than the Company and the Seller and any Affiliate thereof, if applicable, and such Additional Agreements shall be in full force and effect in accordance with the terms thereof as of the Closing. (f) The Company shall have received a certificate signed by the corporate secretary of the Purchaser attaching and certifying to the accuracy of the following: (i) a copy of the Purchaser’s Amended and Restated Memorandum and Articles of Association as effective on the Closing Date; (ii) copies of resolutions duly adopted by the board of directors of the Purchaser authorizing this Agreement and the transactions contemplated hereby and thereby, (iii) signatures of the officer(s) executing this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding the Purchaser from each jurisdiction in which the Purchaser is organized or is qualified to do business. (g) The Company shall have received a duly executed legal opinion addressed to the Company and the Seller and dated as of the Closing Date from the Purchaser’s Cayman Islands counsel (in a form reasonably acceptable to the Company and the Seller) reasonably acceptable to the Seller and Company, addressing the due incorporation, existence and good standing of the Purchaser, its due authorization of this Agreement and the transactions contemplated hereby, the valid issuance of the Closing Payment Shares to the Seller. (h) Purchaser shall have adopted an amended and restated equity incentive plan, substantially in the form of the Kaixin Auto Group 2018 Equity Incentive Plan, with a number of Awards (as defined therein) issuable by the Purchaser pursuant thereto corresponding to exactly 4,715,700 Purchaser Ordinary Shares. (i) Purchaser’s shareholders shall have approved and adopted an amended and restated memorandum and articles of Purchaser, substantially in the form of Exhibit E hereto, at the Purchaser Shareholder Meeting in accordance with applicable Law (“Amended and Restated Memorandum and Articles”). (j) From the date hereof until the Closing, Purchaser shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to Purchaser. (k) The Company and Seller shall have received an extract of the Purchaser’s register of members reflecting the issue and allotment of the Closing Payment Shares (less the Escrow Shares) to the Seller.

Conditions to Obligations of the Company and the Seller. The obligations obligation of the Company and the Seller to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction, or the waiver by each of at the Company Company’s and Seller at their the Seller’s sole and absolute discretion, of all of the following further conditions: (a) The (i) Each of the Parent and the Purchaser shall have performed in all material respects all of its their respective obligations hereunder required to be performed by it at or prior to the Closing Date. , (bii) (i) The the representations and warranties of Purchaser Parent contained in this Agreement (except in Section 5.11), and in any certificate or other writing delivered by Parent or the Purchaser pursuant hereto, disregarding all qualifications and expectations exceptions contained therein relating to materiality materiality, shall be true and correct in all material respects at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such date, provided that in each case to the extent such representation or warranty is made in ARTICLE V only as of a specific date, such representation or warranty shall speak only as of such specific date and (iiiii) the representations and warranties of Purchaser contained in Section 5.11 shall be true and correct in all respects at and as of since the date of this Agreement and as Agreement, there shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, has had a material adverse effect on the business, assets, condition (financial or otherwise), liabilities, results of operations or prospects of the Closing DateParent, as if made at and as of such date. (civ) Since the Agreement Date, no Purchaser Material Adverse Effect shall have occurred Seller and be continuing. (d) The the Company shall have received a certificate signed by either the chief executive officer or the chief financial an authorized officer of Parent and the Company certifying that Purchaser to each of the conditions set forth in Sections 9.3(aclause (i), 9.3(b(ii) and 9.3(c(iii) have been satisfiedhereof. (eb) Each of the Additional Agreements shall have been duly executed (in each case, in a form reasonably acceptable to the Purchaser, the Seller and the Company) and delivered to the The Company and the Seller by the parties thereto other than the Company and the Seller and any Affiliate thereof, if applicable, and such Additional Agreements shall be in full force and effect in accordance with the terms thereof as of the Closing. (f) The Company shall have received a certificate signed by the corporate secretary of the Purchaser attaching and certifying to the accuracy of the following: (i) a copy of the certificate of incorporation of each of Parent and the Purchaser’s Amended , (ii) copies of the By-laws of each of Parent and Restated Memorandum and Articles of Association the Purchaser as effective on the Closing Datedate hereof; (iiiii) copies of resolutions duly adopted by the board Boards of directors Directors of the Parent and the Purchaser authorizing this Agreement and the transactions transaction contemplated hereby and therebyhereby, (iiiiv) a certificate of the Secretary or Assistant Secretary of Parent and the Purchaser certifying each of the foregoing and as to signatures of the officer(s) executing authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary, and (v) a recent good standing certificate regarding Parent and the Purchaser from the office of the Secretary of State of its respective jurisdiction of organization and each other jurisdiction in which each of Parent and the Purchaser is organized or is qualified to do business. (gc) The Company Investor Rights Agreement shall have received a duly been executed legal opinion addressed to the Company and the Seller and dated as of the Closing Date from the Purchaser’s Cayman Islands counsel (in a form reasonably acceptable to the Company and the Seller) reasonably acceptable to the Seller and Company, addressing the due incorporation, existence and good standing of the Purchaser, its due authorization of this Agreement and the transactions contemplated hereby, the valid issuance of the Closing Payment Shares to the Sellerby Parent. (hd) Purchaser Parent shall have adopted an amended and restated equity incentive planmade appropriate arrangements to have the Trust Fund, substantially which shall contain no less than the amount referred to in Section 5.20, dispersed to Parent as soon as is practicable upon the form of the Kaixin Auto Group 2018 Equity Incentive Plan, with a number of Awards (as defined therein) issuable by the Purchaser pursuant thereto corresponding to exactly 4,715,700 Purchaser Ordinary SharesClosing. (ie) Purchaser’s shareholders shall have approved and adopted an amended and restated memorandum and articles of Purchaser, substantially in the form of Exhibit E hereto, at the Purchaser Shareholder Meeting in accordance with applicable Law (“Amended and Restated Memorandum and Articles”). (j) From the date hereof until the Closing, Purchaser The Escrow Agreement shall have been in material compliance with the reporting requirements under the Securities Act executed by Purchaser and the Exchange Act applicable to PurchaserEscrow Agent. (k) The Company and Seller shall have received an extract of the Purchaser’s register of members reflecting the issue and allotment of the Closing Payment Shares (less the Escrow Shares) to the Seller.

Conditions to Obligations of the Company and the Seller. The obligations In addition to the terms and provisions of Section 2.3, the obligation of the Company and the Seller to consummate the Closing is subject to the satisfaction, or the waiver by each of at the Company and Seller at their sole and absolute the Seller’ discretion, of all of the following further conditions: (a) The Purchaser shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date. , (bii) (i) The the representations and warranties of the Purchaser contained in this Agreement (except in Section 5.11)Agreement, the Additional Agreements and in any certificate or other writing delivered by the Purchaser pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality materiality, shall be true and correct in all material respects at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such date, provided provided, however, that in each case the Purchaser and/or its Affiliates, are permitted to enter into such arrangements as would be necessary for the Purchaser to secure the approval of its stockholders of the transactions contemplated by this Agreement (including such arrangements as would require the combined company to use monies available to satisfy its obligations due to the extent such representation or warranty is made in ARTICLE V only as of a specific datetransactions contemplated by this Agreement), such representation or warranty shall speak only as of such specific date if any; and (iiiii) the representations Seller and warranties of Purchaser contained in Section 5.11 shall be true and correct in all respects at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such date. (c) Since the Agreement Date, no Purchaser Material Adverse Effect shall have occurred and be continuing. (d) The Company shall have received a certificate signed by either the chief executive officer or the chief financial an authorized officer of Purchaser to the Company certifying that each of the conditions effect set forth in Sections (i) and (ii) of this Section 9.3(a), 9.3(b) and 9.3(c) have been satisfied. (eb) Each of the Additional Agreements shall have been duly executed (in each case, in a form reasonably acceptable to the Purchaser, the Seller and the Company) and delivered to the The Company and the Seller by the parties thereto other than the Company and the Seller and any Affiliate thereof, if applicable, and such Additional Agreements shall be in full force and effect in accordance with the terms thereof as of the Closing. (f) The Company shall have received a certificate signed by the corporate secretary of the Purchaser attaching and certifying to the accuracy of the following: (i) a copy of the organizational documents of the Purchaser’s Amended and Restated Memorandum and Articles of Association as effective on the Closing Date; , (ii) copies of resolutions duly adopted by the board Board of directors Directors of the Purchaser authorizing this Agreement and the Additional Agreements (if necessary) and the transactions contemplated hereby and thereby, (iii) a certificate of the CEO or CFO of the Purchaser certifying each of the foregoing, completion of covenants and correctness of representations and warranties and as to signatures of the officer(s) executing authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (viv) a recent good standing certificate regarding the Purchaser from the office of the Secretary of State of its respective jurisdiction of organization and each other jurisdiction in which the Purchaser is organized or is qualified to do business. , and (gv) The Company shall have received a duly executed legal opinion addressed share certificates of the Purchaser reflecting owning the Purchaser Common Shares pursuant to the Company and this Agreement by the Seller and dated as of the Closing Date from the Purchaser’s Cayman Islands counsel (in a form reasonably acceptable to the Company and the Seller) reasonably acceptable to the Seller and Company, addressing the due incorporation, existence and good standing of the Purchaser, and/or its due authorization of this Agreement and the transactions contemplated hereby, the valid issuance of the Closing Payment Shares to the Sellernominees. (h) Purchaser shall have adopted an amended and restated equity incentive plan, substantially in the form of the Kaixin Auto Group 2018 Equity Incentive Plan, with a number of Awards (as defined therein) issuable by the Purchaser pursuant thereto corresponding to exactly 4,715,700 Purchaser Ordinary Shares. (i) Purchaser’s shareholders shall have approved and adopted an amended and restated memorandum and articles of Purchaser, substantially in the form of Exhibit E hereto, at the Purchaser Shareholder Meeting in accordance with applicable Law (“Amended and Restated Memorandum and Articles”). (j) From the date hereof until the Closing, Purchaser shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to Purchaser. (k) The Company and Seller shall have received an extract of the Purchaser’s register of members reflecting the issue and allotment of the Closing Payment Shares (less the Escrow Shares) to the Seller.

Conditions to Obligations of the Company and the Seller. The obligations In addition to the terms and provisions of Section 2.3, the obligation of the Company and the Seller to consummate the Closing is subject to the satisfaction, or the waiver by each of at the Company Company’s and Seller at their sole and absolute the Seller’s discretion, of all of the following further conditions: (ai) The Purchaser shall have performed in all material respects all of its respective obligations hereunder required to be performed by it at or prior to the Closing Date. , (bii) (i) The the representations and warranties of Purchaser contained in this Agreement (except in Section 5.11)Agreement, the Additional Agreements and in any certificate or other writing delivered by the Purchaser pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality materiality, shall be true and correct in all material respects at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such date, provided that in each case to the extent such representation or warranty is made in ARTICLE V only as of a specific date, such representation or warranty shall speak only as of such specific date and (iiiii) the representations Seller and warranties of Purchaser contained in Section 5.11 shall be true and correct in all respects at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such date. (c) Since the Agreement Date, no Purchaser Material Adverse Effect shall have occurred and be continuing. (d) The Company shall have received a certificate signed by either the chief executive officer or the chief financial an authorized officer of the Company certifying that each of Purchaser to the conditions effect set forth in Sections clauses (i) and (ii) of this Section 9.3(a), 9.3(b) and 9.3(c) have been satisfied. (eb) Each of the Additional Agreements shall have been duly executed (in each case, in a form reasonably acceptable to the Purchaser, the Seller and the Company) and delivered to the The Company and the Seller by the parties thereto other than the Company and the Seller and any Affiliate thereof, if applicable, and such Additional Agreements shall be in full force and effect in accordance with the terms thereof as of the Closing. (f) The Company shall have received a certificate signed by the corporate secretary of the Purchaser attaching and certifying to the accuracy of the following: (i) a copy of the organizational documents of the Purchaser’s Amended and Restated Memorandum and Articles of Association as effective on the Closing Date; , (ii) copies of resolutions duly adopted by the board Board of directors Directors of the Purchaser authorizing this Agreement and the transactions Additional Agreements (if necessary) and the transaction contemplated hereby and thereby, (iii) a certificate of the Secretary or Assistant Secretary of the Purchaser certifying each of the foregoing and as to signatures of the officer(s) executing authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary, and (viv) a recent good standing certificate regarding the Purchaser from its respective jurisdiction of organization and each other jurisdiction in which the Purchaser is organized or is qualified to do business. (g) The Company shall have received a duly executed legal opinion addressed to the Company and the Seller and dated as of the Closing Date from the Purchaser’s Cayman Islands counsel (in a form reasonably acceptable to the Company and the Seller) reasonably acceptable to the Seller and Company, addressing the due incorporation, existence and good standing of the Purchaser, its due authorization of this Agreement and the transactions contemplated hereby, the valid issuance of the Closing Payment Shares to the Seller. (h) Purchaser shall have adopted an amended and restated equity incentive plan, substantially in the form of the Kaixin Auto Group 2018 Equity Incentive Plan, with a number of Awards (as defined therein) issuable by the Purchaser pursuant thereto corresponding to exactly 4,715,700 Purchaser Ordinary Shares. (i) Purchaser’s shareholders shall have approved and adopted an amended and restated memorandum and articles of Purchaser, substantially in the form of Exhibit E hereto, at the Purchaser Shareholder Meeting in accordance with applicable Law (“Amended and Restated Memorandum and Articles”). (j) From the date hereof until the Closing, Purchaser shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to Purchaser. (k) The Company and Seller shall have received an extract of the Purchaser’s register of members reflecting the issue and allotment of the Closing Payment Shares (less the Escrow Shares) to the Seller.

Conditions to Obligations of the Company and the Seller. The obligations obligation of the Company and the Seller to consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction, or the waiver by each of the Company and Seller at their sole and absolute discretion, of all satisfaction of the following further conditionsconditions precedent, each of which may be waived in writing in the sole discretion of the Seller: (a) The Purchaser all applicable waiting periods (and any extensions thereof) under the HSR Act shall have performed in all material respects all of its obligations hereunder required to be performed by it at expired or prior to the Closing Date.otherwise been terminated; (b) no judgment, order, decree, stipulation or injunction shall be in effect that prevents the consummation of the transactions contemplated by this Agreement; (c) (i) The each of the representations and warranties of Purchaser contained Buyer set forth in this Agreement (except other than the Buyer Fundamental Representations) shall be true and correct at and as the date hereof and at and as of the Closing Date as if made at and as of such date (without giving effect to any “materiality,” “in Section 5.11all material respects,” “Buyer Material Adverse Effect” or similar qualifiers in such representations and warranties), except (A) to the extent that such representations and warranties that are made as of an earlier date, in any certificate which case such representations and warranties shall have been true and correct as of such earlier date or other writing delivered by (B) where the Purchaser pursuant hereto, disregarding all qualifications failure of such representations and expectations contained therein relating warranties to materiality be true and correct as of the Closing Date has not had a Buyer Material Adverse Effect; and (ii) each of the Buyer Fundamental Representations shall be true and correct in all material respects at and as of the date of this Agreement hereof and at and as of the Closing Date, Date as if made at and as of such date, provided that in each case except to the extent that such representation or warranty is made in ARTICLE V only as of a specific date, such representation or warranty shall speak only as of such specific date and (ii) the representations and warranties are made as of Purchaser contained an earlier date, in Section 5.11 which case such representations and warranties shall be have been true and correct in all material respects at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such earlier date. (c) Since the Agreement Date, no Purchaser Material Adverse Effect shall have occurred and be continuing.; (d) The Company the Buyer shall have received a certificate signed performed or complied in all material respects with its agreements and covenants (without giving effect to any “materiality,” “in all material respects,” “Buyer Material Adverse Effect” or similar qualifiers in such agreements or covenants) that are required to be performed or complied with by either the chief executive officer Buyer under this Agreement as of or prior to the chief financial officer of the Company certifying that each of the conditions set forth in Sections 9.3(a), 9.3(b) and 9.3(c) have been satisfied.Closing; (e) Each of the Additional Agreements shall have been duly executed (in each case, in a form reasonably acceptable to the Purchaser, the Seller and the Company) and delivered to the Company and the Seller by the parties thereto other than the Company and the Seller and any Affiliate thereof, if applicable, and such Additional Agreements R&W Policy shall be in full force and effect in accordance with the terms thereof as of the Closing. (f) The Company shall have received a certificate signed by the corporate secretary of the Purchaser attaching and certifying to the accuracy of the following: (i) a copy of the Purchaser’s Amended and Restated Memorandum and Articles of Association as effective on the Closing Date; (ii) copies of resolutions duly adopted by the board of directors of the Purchaser authorizing this Agreement and the transactions contemplated hereby and thereby, (iii) signatures of the officer(s) executing this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding the Purchaser from each jurisdiction in which the Purchaser is organized or is qualified to do business. (g) The Company shall have received a duly executed legal opinion addressed to the Company and the Seller and dated as of the Closing Date from the Purchaser’s Cayman Islands counsel (in a form reasonably acceptable to the Company and the Seller) reasonably acceptable to the Seller and Company, addressing the due incorporation, existence and good standing of the Purchaser, its due authorization of this Agreement and the transactions contemplated hereby, the valid issuance of the Closing Payment Shares to the Seller. (h) Purchaser shall not have adopted an amended and restated equity incentive plan, substantially in the form of the Kaixin Auto Group 2018 Equity Incentive Plan, with a number of Awards (as defined therein) issuable by the Purchaser pursuant thereto corresponding to exactly 4,715,700 Purchaser Ordinary Shares. (i) Purchaser’s shareholders shall have approved and adopted an amended and restated memorandum and articles of Purchaser, substantially in the form of Exhibit E hereto, at the Purchaser Shareholder Meeting in accordance with applicable Law (“Amended and Restated Memorandum and Articles”). (j) From been terminated or modified between the date hereof until the Closing, Purchaser shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to Purchaser.Closing Date; (kf) The Company and the Seller shall have received an extract the Buyer Certificate; and (g) the Seller shall have received each of the Purchaser’s register of members reflecting the issue and allotment of the Closing Payment Shares (less the Escrow Shares) to the Selleritems described in Section 1.2(b)(ii).

Conditions to Obligations of the Company and the Seller. The obligations obligation of the Company and the Seller to consummate the Closing transactions contemplated by this Agreement is subject to the satisfactionsatisfaction of the following conditions precedent, or each of which may be waived in writing in the waiver by each sole discretion of the Company and Seller at their sole and absolute discretion, of all of the following further conditionsSeller: (a) The Purchaser all applicable waiting periods (and any extensions thereof), timing agreements, or similar commitments related to timing under the HSR Act shall have performed in all material respects all of its obligations hereunder required to be performed by it at expired or prior to the Closing Date.otherwise been terminated; (b) no Order shall be in effect and no Law shall have been enacted that would reasonably be expected to (i) The prevent consummation of the transactions contemplated by this Agreement or (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation of such transaction; (c) the representations and warranties of Purchaser contained the Buyer set forth in this Agreement (except in Section 5.11), and in any certificate or other writing delivered by the Purchaser pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality shall be true and correct in all material respects at and as of the date of this Agreement and as of the Closing Date, as if though made at and as of such datethe Closing, provided that in each case except to the extent any such representation inaccuracies, individually or warranty is made in ARTICLE V only as of the aggregate, have not had and would not reasonably be expected to have a specific date, such representation or warranty shall speak only as of such specific date and (ii) the representations and warranties of Purchaser contained in Section 5.11 shall be true and correct in all respects at and as of the date of this Agreement and as of the Closing Date, as if made at and as of such date. (c) Since the Agreement Date, no Purchaser Buyer Material Adverse Effect shall have occurred and be continuing.Effect; (d) The Company the Seller shall have received a certificate signed by either the chief executive officer or the chief financial officer counterpart of the Company certifying that each of Escrow Agreement executed by the conditions set forth in Sections 9.3(a), 9.3(b) Buyer and 9.3(c) have been satisfied.the Escrow Agent; (e) Each the Seller shall have received a counterpart of the Additional Agreements shall have been duly Restricted Stock Agreement executed (in each case, in a form reasonably acceptable to the Purchaser, the Seller and the Company) and delivered to the Company and the Seller by the parties thereto other than Buyer in the Company and the Seller and any Affiliate thereof, if applicable, and such Additional Agreements shall be in full force and effect in accordance with the terms thereof form attached hereto as of the Closing.Exhibit D; (f) The Company the Buyer shall have received a certificate signed performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; provided that any agreements or covenants qualified by reference to materiality or any similar qualification shall have been performed or complied with in all respects as of or prior to the corporate secretary Closing; and (g) at the Closing, Buyer will have delivered to Seller or other applicable party all of the Purchaser attaching following items and certifying to the accuracy of the following: documents: (i) a copy of the Purchaser’s Amended and Restated Memorandum and Articles of Association as effective on the Closing DateBuyer Certificate; and (ii) certified copies of the resolutions duly adopted by the Buyer’s board of directors authorizing the execution, delivery, and performance of the Purchaser authorizing this Agreement Agreement, all other agreements or instruments contemplated hereby, and the transactions contemplated hereby and thereby, (iii) signatures consummation of the officer(s) executing this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (v) a recent good standing certificate regarding the Purchaser from each jurisdiction in which the Purchaser is organized or is qualified to do business. (g) The Company shall have received a duly executed legal opinion addressed to the Company and the Seller and dated as of the Closing Date from the Purchaser’s Cayman Islands counsel (in a form reasonably acceptable to the Company and the Seller) reasonably acceptable to the Seller and Company, addressing the due incorporation, existence and good standing of the Purchaser, its due authorization of this Agreement and the transactions contemplated hereby, the valid issuance of the Closing Payment Shares to the Seller. (h) Purchaser shall have adopted an amended and restated equity incentive plan, substantially in the form of the Kaixin Auto Group 2018 Equity Incentive Plan, with a number of Awards (as defined therein) issuable by the Purchaser pursuant thereto corresponding to exactly 4,715,700 Purchaser Ordinary Shares. (i) Purchaser’s shareholders shall have approved and adopted an amended and restated memorandum and articles of Purchaser, substantially in the form of Exhibit E hereto, at the Purchaser Shareholder Meeting in accordance with applicable Law (“Amended and Restated Memorandum and Articles”). (j) From the date hereof until the Closing, Purchaser shall have been in material compliance with the reporting requirements under the Securities Act and the Exchange Act applicable to Purchaser. (k) The Company and Seller shall have received an extract of the Purchaser’s register of members reflecting the issue and allotment of the Closing Payment Shares (less the Escrow Shares) to the Seller.