Common use of Consents; No Conflicts Clause in Contracts

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings filing and registrations, registrations including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iviii) the Regulatory Approvals set forth on Schedule 3.34.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries Investor in connection with the execution, delivery and performance of this Agreement and the Transaction Agreements Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby, thereby except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made make or obtained, obtain would not in the aggregate reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of the Investor to consummate or to perform its obligations under the Transaction Documents, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the InvestorCompany or its Subsidiaries. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles certificate of Incorporation or the Bylaws incorporation, by-laws or the other organizational documents of the Company Investor or the comparable governing instruments of any of its material Subsidiaries; (ii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company Investor or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company Investor or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries Investor or any property of the Company Investor or any of its material Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except Series A Convertible Preferred Stock to be issued to the Investor pursuant to any this Agreement, other than pursuant to a Transaction Agreement; Agreement or (iv) violate or conflict with any Law or Order applicable to the Company Investor or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company Investor or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of the Investor to consummate or to perform its obligations under the Transaction Documents.

Consents; No Conflicts. (a) Except for No consent, approval, Order or authorization of, or registration, declaration or filing with, or prior notice to, any Governmental Authority (each, a “Governmental Approval”) is required on the part of the Seller or any of its Affiliates in connection with the execution and delivery of this Agreement and the consummation by the Seller of the Transaction, except (i) the expiration of the waiting period under the HSR ActGovernmental Approvals required by applicable Law set forth on Schedule I attached hereto, (ii) if necessary, any pre-Closing or post-Closing filings that may be required to be made under the approval of Securities Act or the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, Exchange Act and (iii) all consentssuch other Governmental Approvals the failure of which to make or obtain would not prevent, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, enjoin or in connection with, materially delay the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the InvestorTransaction. (b) The execution and delivery by the Seller of this Agreement and the Rights Agreement Amendment does not, and consummation by the execution and delivery Seller of the Registration Rights Agreement Transaction will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, not (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) conflict with, contravene or result in a breach or violation of of, any Organizational Document of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company Seller or any of its Subsidiaries underAffiliates, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (ivii) violate or conflict with any Law or Order applicable to which the Company Seller or any of its Subsidiaries Affiliates is subject or bound, which violations or conflicts would prevent, enjoin or materially delay the consummation of the Transaction, (iii) except as set forth on Schedule II attached hereto, result in a violation or breach of any provision of, or constitute (with or without the giving of notice or the lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration under any material agreement, undertaking, commitment or obligation to which the Seller or any of its Affiliates is a party, or by which any of their respective assets or properties are subject or bound, which violations, breaches, defaults, terminations, cancellations or accelerations would prevent, enjoin or materially delay the consummation of the Transaction or (iv) except as set forth on Schedule II attached hereto, require the consent, approval or authorization of, or filing with, or prior notice to, any Person (other than a Governmental Entity having jurisdiction over Authority or the Company or any of its Subsidiaries Affiliates) the failure of which to obtain, make or any provide would prevent, enjoin or materially delay the consummation of their respective assets or propertiesthe Transaction (each, except in the case of clause (iia “Third Party Approval”), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect.

Consents; No Conflicts. Assuming the warranties in Article III and Article V are true and correct, except (a) Except as otherwise set forth in the SPAC Disclosure Letter, (b) for the SPAC Shareholders Approval, (ic) for the expiration registration or filing with the Registrar of Companies of the waiting period under Cayman Islands (including the HSR filing of the Plan of Initial Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act, (ii) if necessary), the approval of SEC or applicable state blue sky or other securities laws filings with respect to the NYSE required Transactions and (d) for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertiblesuch other filings, (iii) all consentsnotifications, authorizationsnotices, orders and approvals ofsubmissions, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or in connection withconsents the failure of which to be obtained or made would not have a SPAC Material Adverse Effect, the consummation of the transactions contemplated by the Registration Rights Agreementall filings, and (iv) the Regulatory Approvals set forth on Schedule 3.3notifications, no Regulatory Approval fromnotices, submissions, applications, or registration, declaration, notice consents from or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of SPAC, have been duly obtained or completed (as applicable) and therebyare in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other Transaction Documents to which it is or will be a party by SPAC does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by SPAC of the transactions contemplated hereby and thereby will not, not (i) violate any provision (assuming compliance with the matters referred to in clauses (a) through (d) of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of immediately preceding sentence) result in any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of SPAC) or obligation cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of SPAC, (C) any applicable Law or to a loss of public privacy policy, (D) any benefit Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries SPAC is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiii) result in the creation or imposition of any Lien upon any assets or properties of the Company properties or assets of SPAC other than any of its Subsidiaries except pursuant to any Transaction Agreement; restrictions under federal or (iv) violate state securities laws, this Agreement or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesSPAC Articles, except in the case of sub-clauses (A), (C), and (D) of clause (iii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which as would not in the aggregate reasonably be expected to have a SPAC Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) Except for (i) the expiration registration or filing with the Registrar of Companies of the waiting period under the HSR Act, (ii) if necessaryCayman Islands, the approval of SEC or applicable state blue sky or other securities laws filings with respect to the NYSE required Transactions and (b) for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertiblesuch other filings, (iii) all consentsnotifications, authorizationsnotices, orders and approvals ofsubmissions, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or in connection withconsents the failure of which to be obtained or made would not have a Company Material Adverse Effect, the consummation of the transactions contemplated by the Registration Rights Agreementall filings, and (iv) the Regulatory Approvals set forth on Schedule 3.3notifications, no Regulatory Approval fromnotices, submissions, applications, or registration, declaration, notice consents from or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of each Acquisition Entity, have been duly obtained or completed (as applicable) and therebyare in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other each Transaction Documents to which it is or will be a party by each Acquisition Entity does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by such Acquisition Entity of the transactions contemplated hereby and thereby will notnot result in any violation of, (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of such Acquisition Entity) or obligation cancellation under, or to a loss (a) (i) any Governmental Order, (ii) any provision of the Organizational Documents of such Acquisition Entity, (iii) any benefit applicable Law, (iv) any Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries such Acquisition Entity is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiib) result in the creation or imposition of any Lien Security Interest upon any assets or properties of the Company properties or assets of such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement or the Organizational Documents of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiessuch Acquisition Entity, except in the case of clause sub-clauses (iii), clause (iii) ), and clause (iv) for such violationsof clause (a), conflictsas has not had, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) Except as otherwise set forth in Section 3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (ic) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting period under the HSR Actperiods thereunder, (iid) if necessaryfor the registration or filing with the Cayman Registrar, the approval SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (e) for the filings or notifications required in connection with the Domestication, and issuance of new Company Shares to holders of beneficial interests in GDRs held by the NSD in exchange for such beneficial interests, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance andTransactions, in each case required foron the part of the Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in connection withthe aggregate, the consummation reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.5(ii) of the transactions contemplated by the Registration Rights AgreementCompany Disclosure Letter, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Transaction Agreements Company and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of other Transaction Documents to which to it is or will be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment party does not, and the execution and delivery of consummation by the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation Company of the transactions contemplated hereby and thereby will not, not (i) violate any provision (assuming compliance with the matters referred to in clauses (a) through (e) of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of immediately preceding sentence) result in any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, accelerationacceleration or cancellation under (A) any Governmental Order, amendment or modification (B) any provision of the Organizational Documents of any right or obligation underother Group Company, or to a loss of each as currently in effect, (C) any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; applicable Law or (ivD) violate any Material Contract, other than any restrictions under federal or conflict with any Law or Order applicable to state securities laws, this Agreement, the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesCompany’s Organizational Documents and Permitted Encumbrances, except in the case of clause sub-clauses (iiA), clause (iii) B), (C), and clause (iv) for such violationsD), conflicts, defaults, creation of Liens and other matters which as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals Consents set forth on Schedule 3.34.4 (the “Seller Consents”), no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance by Seller of this Agreement and the Transaction Agreements Related Agreements, and the consummation by Seller of the transactions contemplated hereby and thereby, except for such Regulatory Approvalsdo not and will not (a) require Seller or any Unitholder to give any notice to or obtain any Consent from any Governmental Authority or any other Person, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and violate any Law applicable to Seller, any Unitholder, the Rights Agreement Amendment does not, and the execution and delivery Business or any of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, Assets; (ic) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) conflict with, contravene or result in a breach or violation termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) Assets under, or result in or give rise to constitute a right circumstance which, with or without notice or lapse of terminationtime or both, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which would constitute any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval foregoing under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract Contract to which Seller or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries Unitholder is a party or by which the Company Seller or any Unitholder or any of its Subsidiaries the assets of Seller or any property of the Company or any of its Subsidiaries is Unitholder are bound; (iiid) result in permit the creation or imposition acceleration of the maturity of any Lien upon any assets or properties Indebtedness of the Company or any of its Subsidiaries except pursuant to any Transaction AgreementSeller; or (ive) violate or conflict with any Law or Order applicable to the Company or provision of any of its Subsidiaries the Organizational Documents of Seller. Seller acknowledges that certain Consents are required to transfer the license Contracts for certain third party Software or other components and/or plugins used in the creation, development, sale and/or distribution of certain Products, and Seller represents and warrants that, if the required Consents cannot be obtained by Seller even after Closing, then Purchaser will be able to purchase for itself all third party licenses used in the creation, development, sale and/or distribution of the Products for a sum of no more than $10,000 in the aggregate. Nothing in this Section 4.4 will limit the rights or obligations of Seller or Purchaser under Section 1.2(b) or Article VIII. Seller has delivered to Purchaser true and complete copies of all of the Organizational Documents of Seller, in each case as currently in effect, and neither Seller nor any of their respective assets Unitholder is in default thereunder or properties in violation of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effectprovision thereof.

Consents; No Conflicts. Assuming the representations and warranties in Article IV are true and correct, except (a) Except for the Company Shareholders’ Approval, (ib) for the expiration registration or filing with the Cayman Registrar, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions and the publication of notification of the waiting period under Mergers in the HSR ActCayman Islands Government Gazette pursuant to the Cayman Act and (c) for such other filings, (ii) if necessarynotifications, notices, submissions, applications or consents the approval failure of which to be obtained or made would not, individually or in the aggregate, have, or reasonably be likely to have, a material effect on the ability of the NYSE required for listing of the Common Stock Company to enter into which the Series A Convertible Preferred Stock is convertibleand perform its obligations under this Agreement, (iii) all consentsfilings, authorizationsnotifications, orders and approvals ofnotices, and all filings and registrationssubmissions, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, consents from or registration, declaration, notice or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of the Company, have been duly obtained or completed (as applicable) and therebyare in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other Transaction Documents to which it is or will be a party by the Company does not, and the execution and delivery of consummation by the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation Company of the transactions contemplated hereby and thereby will not, assuming the representations and warranties in Article IV are true and correct, and except for the matters referred to in clauses (a) through (c) of the immediately preceding sentence, (i) violate result in any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of any Group Company) or obligation cancellation under, or to a loss (A) any Governmental Order, (B) any provision of the Organizational Documents of any benefit to which Group Company, each as currently in effect, (C) any of the applicable Law, (D) any Company or its Subsidiaries is entitledContract, (E) any Required Governmental Authorization, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiii) result in the creation or imposition of any Lien Encumbrance upon any assets or properties of the properties or assets of any Group Company other than any restrictions under federal or any of its Subsidiaries except pursuant to any Transaction state securities laws, this Agreement; or (iv) violate or conflict with any Law or Order applicable to , the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesCharter and Permitted Encumbrances, except in the case of sub-clauses (A), (C), (D) and (E) of clause (i) or clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders The execution and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated delivery by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance Buyer of the Transaction Agreements to which it is or will be a party, and the consummation of the transactions contemplated hereby thereby by Buyer, do not and therebywill not (a) conflict with any of the provisions of the certificate of incorporation or bylaws of Buyer, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and subject to the Rights Agreement Amendment does notmatters referred to in the next sentence, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) conflict with, contravene or result in a breach of or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage lapse of timetime or both) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation termination under, or to a loss result in the creation of any benefit to which Lien (other than a Permitted Lien) on any property or asset of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company Buyer or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreementpermit, Regulatory Approval, contract license or any other agreement, instrument or obligation to which the Company Buyer or any of its Subsidiaries is a party or (c) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (b) and (c) above, would materially impair the ability of Buyer to consummate any of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Buyer in connection with the execution and delivery of the Transaction Agreements by Buyer, or the consummation by Buyer of the transactions contemplated thereby, except for any consents, approvals, authorizations, declarations, filings or notices which if not obtained or made would not, in the aggregate, materially impair the ability of Buyer to consummate any of the transactions contemplated thereby. To the knowledge of Buyer, no fact or circumstance relating to Buyer or its Affiliates (including their plans for operating the Company after the Closing) exists that would render Buyer or its Affiliates, as applicable, unable promptly to obtain any of its Subsidiaries approval, authorization or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties consent of any Governmental Entity having jurisdiction over required to be obtained to consummate the Company or any of its Subsidiaries or any of their respective assets or properties, except in transactions contemplated by the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse EffectTransaction Agreements.

Consents; No Conflicts. Assuming the warranties in Article IV are true and correct, except (a) Except for (i) the expiration registration or filing with the Registrar of Companies of the waiting period under Cayman Islands (including the HSR Act, (ii) if necessaryfiling of the Plan of Initial Merger, the approval Plan of Second Merger, the NYSE required Plan of Third Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions and (b) for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertiblesuch other filings, (iii) all consentsnotifications, authorizationsnotices, orders and approvals ofsubmissions, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or in connection withconsents the failure of which to be obtained or made would not have a Company Material Adverse Effect, the consummation of the transactions contemplated by the Registration Rights Agreementall filings, and (iv) the Regulatory Approvals set forth on Schedule 3.3notifications, no Regulatory Approval fromnotices, submissions, applications, or registration, declaration, notice consents from or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of each Acquisition Entity, have been duly obtained or completed (as applicable) and therebyare in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other each Transaction Documents to which it is or will be a party by each Acquisition Entity does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by such Acquisition Entity of the transactions contemplated hereby and thereby will notnot result in any violation of, (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of such Acquisition Entity) or obligation cancellation under, (a) (i) any Governmental Order, (ii) any provision of the Organizational Documents of such Acquisition Entity, (iii) any applicable Law or to a loss of public privacy policy, (iv) any benefit Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries such Acquisition Entity is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiib) result in the creation or imposition of any Lien upon any assets or properties of the Company properties or assets of such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement or the Organizational Documents of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiessuch Acquisition Entity, except in the case of clause sub-clauses (iii), clause (iii) ), and clause (iv) for such violationsof clause (a), conflictsas has not had, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) Except as otherwise set forth in the Company Disclosure Letter, (b) for the Company Shareholders’ Approval, (ic) for the expiration registration or filing with the Registrar of Companies of the waiting period under the HSR Act, (ii) if necessaryCayman Islands, the approval of SEC or applicable state blue sky or other securities laws filings with respect to the NYSE required Transactions and (d) for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertiblesuch other filings, (iii) all consentsnotifications, authorizationsnotices, orders and approvals ofsubmissions, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or in connection withconsents the failure of which to be obtained or made would not have a Company Material Adverse Effect, the consummation of the transactions contemplated by the Registration Rights Agreementall filings, and (iv) the Regulatory Approvals set forth on Schedule 3.3notifications, no Regulatory Approval fromnotices, submissions, applications, or registration, declaration, notice consents from or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of the Company, have been duly obtained or completed (as applicable) and therebyare in full force and effect as of the date of this Agreement. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other Transaction Documents to which it is or will be a party by the Company does not, and the execution and delivery of consummation by the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation Company of the transactions contemplated hereby and thereby will not, not (i) violate any provision (assuming compliance with the matters referred to in clauses (a) through (d) of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of immediately preceding sentence) result in any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of any Group Company) or obligation cancellation under, or to a loss (A) any Governmental Order, (B) any provision of the Organizational Documents of any benefit to which Group Company, each as currently in effect, (C) any of the Company applicable Law, (D) any Material Contract or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiii) result in the creation or imposition of any Lien Security Interest upon any assets or properties of the properties or assets of any Group Company other than any restrictions under federal or any of its Subsidiaries except pursuant to any Transaction state securities laws, this Agreement; or (iv) violate or conflict with any Law or Order applicable to , the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesCharter and Permitted Encumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (iii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect.

Consents; No Conflicts. Assuming the warranties in Article IV are true and correct, except (a) Except as otherwise set forth in the Company Disclosure Letter, (b) for the Company Shareholders Approval, (ic) for the expiration registration or filing with the Registrar of Companies of the waiting period under Cayman Islands (including the filing of the Plan of Second Merger and such other documents with the Cayman Islands Registrar of Companies in accordance with the Cayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (d) as required by HSR Act, and (iie) if necessaryfor such other filings, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertiblenotifications, (iii) all consentsnotices, authorizationssubmissions, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or in connection withconsents the failure of which to be obtained or made would not have a Company Material Adverse Effect, the consummation of the transactions contemplated by the Registration Rights Agreementall filings, and (iv) the Regulatory Approvals set forth on Schedule 3.3notifications, no Regulatory Approval fromnotices, submissions, applications, or registration, declaration, notice consents from or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby and therebyTransactions, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) in each case on the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason part of any facts specifically relating toGroup Company and any of its Affiliates, have been duly obtained or completed (as applicable) and are in full force and effect as of the particular regulatory status ofdate of this Agreement. The execution, the Investor. (b) The execution delivery and delivery performance of this Agreement and the Rights Agreement Amendment other Transaction Documents to which it is or will be a party by the Company does not, and the execution and delivery of consummation by the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation Company of the transactions contemplated hereby and thereby will not, not (i) violate any provision (assuming compliance with the matters referred to in clauses (a) through (d) of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of immediately preceding sentence) result in any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of any Group Company) or obligation cancellation under, or to a loss (A) any Governmental Order, (B) any provision of the Organizational Documents of any benefit to which Group Company, (C) any of the Company applicable Law or its Subsidiaries is entitledpublic privacy policy, (D) any Material Contract, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiii) result in the creation or imposition of any Lien upon any assets or properties of the properties or assets of any Group Company other than any restrictions under federal or any of its Subsidiaries except pursuant to any Transaction state securities laws, this Agreement; or (iv) violate or conflict with any Law or Order applicable to , the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesArticles and Permitted Liens, except in the case of sub-clauses (A), (C), and (D) of clause (iii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which as would not in the aggregate reasonably be expected to have a Company Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, All Consents from or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the execution, delivery and performance of the Transaction Agreements Documents by the parties thereto (other than the Investor), and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, by the Transaction Documents by the parties thereto (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, other than the Investor. ), have been duly obtained or completed (bas applicable) and are in full force and effect. The execution execution, delivery and delivery performance of this Agreement and each Transaction Document by the Rights Agreement Amendment does Warrantors do not, and the execution and delivery of consummation by the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation Warrantors of the transactions contemplated hereby and thereby will not, with or without notice or lapse of time or both, (i) violate result in any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of under any right or obligation under, or to a loss of any benefit to which any provision of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities constitutional documents of the Company Warrantors or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation Contracts to which the Company Warrantors are parties, (ii) result in any violation of, be in conflict with, or constitute a default under, in any respect, any Governmental Order or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; applicable Law, (iii) result results in the creation or imposition of any Lien upon any assets or properties asset of the any Group Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate result in any termination, modification, cancellation, or conflict suspension of any material right of, or any augmentation or acceleration of any material obligation of, any Group Company (including without limitation, any indebtedness of such Group Company). Except for those disclosed in Section 3.6 of the Disclosure Schedule, all SAFE Rules and Regulations have been fully complied with and all requisite approvals or registration certificates required under the SAFE Rules and Regulations in relation thereto have been duly and lawfully obtained and are in full force and effect, and there exist no grounds on which any Law such approval or Order applicable registration certificate may be cancelled or revoked or the WFOE or its legal representative may be subject to liability or penalties for misrepresentations or failures to disclose information to the Company issuing SAFE. None of the Warrantors has received any oral or written inquiries, notifications, orders or any other forms of its Subsidiaries official correspondence from SAFE with respect to any actual or any of their respective assets or properties of any Governmental Entity having jurisdiction over alleged non-compliance with the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) SAFE Rules and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse EffectRegulations.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) Except for (i) the expiration as otherwise set forth in Section 4.5 of the waiting period under the HSR ActSPAC Disclosure Letter, (iib) if necessaryfor the SPAC Shareholders’ Approval, (c) for the registration or filing with the Cayman Registrar, the approval SEC or applicable state blue sky or other securities laws filings with respect to the Transactions and the publication of notification of the NYSE required Mergers in the Cayman Islands Government Gazette pursuant to the Cayman Act and (d) for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertiblesuch other filings, (iii) all consentsnotifications, authorizationsnotices, orders and approvals ofsubmissions, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or consents the failure of which to be obtained or made would not, individually or in connection withthe aggregate, have, or reasonably be likely to have, a material effect on the consummation ability of the transactions contemplated by the Registration Rights SPAC to enter into and perform its obligations under this Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3all filings, no Regulatory Approval fromnotifications, notices, submissions, applications, or registration, declaration, notice consents from or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of SPAC, have been duly obtained or completed (as applicable) and therebyare in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other Transaction Documents to which it is or will be a party by SPAC does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by SPAC of the transactions contemplated hereby and thereby will notnot (assuming the representations and warranties in Article III are true and correct, except for the matters referred to in clauses (a) through (d) of the immediately preceding sentence) (i) violate result in any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of SPAC) or obligation cancellation under, or to a loss of (A) any benefit Governmental Order, (B) the SPAC Charter, (C) any applicable Law, (D) any Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries SPAC is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiii) result in the creation or imposition of any Lien Encumbrance upon any assets or properties of the Company properties or assets of SPAC other than any of its Subsidiaries except pursuant to any Transaction Agreement; restrictions under federal or (iv) violate state securities laws, this Agreement or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesSPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which as would not in the aggregate reasonably be expected to have a SPAC Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders The execution and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated delivery by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance Buyer of the Transaction Agreements to which it is or will be a party, and the consummation of the transactions contemplated hereby thereby by Buyer, do not and therebywill not (a) conflict with any of the provisions of the certificate of incorporation or bylaws of Buyer, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and subject to the Rights Agreement Amendment does notmatters referred to in the next sentence, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) conflict with, contravene or result in a breach of or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage lapse of timetime or both) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation termination under, or to a loss result in the creation of any benefit to which Lien (other than a Permitted Lien) on any property or asset of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company Buyer or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreementpermit, Regulatory Approval, contract license or any other agreement, instrument or obligation to which the Company Buyer or any of its Subsidiaries is a party or by which (c) subject to the Company or matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (b) and (c) above, would materially impair the ability of Buyer to consummate any of its Subsidiaries the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any property Governmental Entity is required by or with respect to Buyer in connection with the execution and delivery of the Company Transaction Agreements by Buyer, or the consummation by Buyer of the transactions contemplated thereby, except for any consents, approvals, authorizations, declarations, filings or notices which if not obtained or made would not, in the aggregate, materially impair the ability of Buyer to consummate any of the transactions contemplated thereby. To the knowledge of Buyer, no fact or circumstance relating to Buyer or its Subsidiaries is bound; Affiliates (iiiincluding their plans for operating, or causing Wilmington Trust to operate, the Trust after the Closing) result in the creation exists that would render Buyer or imposition of its Affiliates, as applicable, unable promptly to obtain any Lien upon any assets approval, authorization or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties consent of any Governmental Entity having jurisdiction over required to be obtained to consummate the Company or any of its Subsidiaries or any of their respective assets or properties, except in transactions contemplated by the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse EffectTransaction Agreements.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) Except as otherwise set forth in the SPAC Disclosure Letter, (b) for the SPAC Shareholders’ Approval, (ic) for the expiration registration or filing with the Registrar of Companies of the waiting period under the HSR Act, (ii) if necessaryCayman Islands, the approval of SEC or applicable state blue sky or other securities laws filings with respect to the NYSE required Transactions and (d) for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertiblesuch other filings, (iii) all consentsnotifications, authorizationsnotices, orders and approvals ofsubmissions, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or in connection withconsents the failure of which to be obtained or made would not have a SPAC Material Adverse Effect, the consummation of the transactions contemplated by the Registration Rights Agreementall filings, and (iv) the Regulatory Approvals set forth on Schedule 3.3notifications, no Regulatory Approval fromnotices, submissions, applications, or registration, declaration, notice consents from or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of SPAC, have been duly obtained or completed (as applicable) and therebyare in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other Transaction Documents to which it is or will be a party by SPAC does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by SPAC of the transactions contemplated hereby and thereby will not, not (i) violate any provision (assuming compliance with the matters referred to in clauses (a) through (d) of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of immediately preceding sentence) result in any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of SPAC) or obligation cancellation under, or to a loss (A) any Governmental Order, (B) any provision of the Organizational Documents of SPAC, (C) any benefit applicable Law, (D) any Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries SPAC is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiii) result in the creation or imposition of any Lien Security Interest upon any assets or properties of the Company properties or assets of SPAC other than any of its Subsidiaries except pursuant to any Transaction Agreement; restrictions under federal or (iv) violate state securities laws, this Agreement or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesSPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (iii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which as would not in the aggregate reasonably be expected to have a SPAC Material Adverse Effect.

Consents; No Conflicts. 4.3.1 Except for actions to be taken in connection with (a) Except for the filing of the Certificate of Merger (iincluding the increase in the preferred stock), (b) the expiration filing and effectiveness of the waiting period under the HSR ActRegistration Statement and/or Joint Proxy Statement and shareholder approval thereunder, (iic) if necessaryfilings required pursuant to any state securities or “blue sky” laws, (d) filings, approvals for listing and other matters relating to the approval listing or quoting on an Exchange of the NYSE required for listing shares of the NeoStem Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights to be issued pursuant to this Agreement, and (ive) the Regulatory Approvals any other filings, notices, disclosures or registrations set forth on Schedule 3.3in Section 4.3.1 of the NeoStem Disclosure Statement, no Regulatory Approval fromfiling or registration with, notification or disclosure to, or registrationpermit, declarationauthorization, notice consent or filing withapproval of, (x) any Governmental Entity Government Authority or (y) any third party, whether acting in an individual, fiduciary or other capacity, is required to be made for the consummation by NeoStem or obtained by Subco of the Company Merger or any the other transactions contemplated hereby. 4.3.2 Except as set forth in Section 4.3.2 of its Subsidiaries in connection with the NeoStem Disclosure Statement, the execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices compliance by NeoStem and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of Subco with any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement provisions hereof do not and will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate any provision subject to obtaining the approval of the Articles of Incorporation or the Bylaws or the other organizational documents Merger by holders of the Company or NeoStem Common Stock and the comparable governing instruments of any of its material Subsidiaries; (ii) NeoStem Preferred Stock, conflict with, contravene with or result in a any breach or violation of any provision of the terms certificate of incorporation or provisions ofby-laws, or constitute a default (with or without notice or the passage other similar organizational documents, each as amended, of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company NeoStem or any of its Subsidiaries or (ii) result in (1) a breach or violation of, a default under or an event triggering any payment, obligation or acceleration of any obligation pursuant to any NeoStem Employee Benefit Plan (as defined herein) or any grant or award made under any of the foregoing, (2) a breach or violation of, a default under or an event triggering a right of termination of, a default under, or require the acceleration of any consentobligation or the creation of a lien, waiverpledge, provision security interest or other encumbrance on assets (with or without the giving of notice or approval underthe lapse of time or both) pursuant to any provision of, any agreement, lease of real or personal property, marketing agreement, contract, note, bond, debt instrument, indenture, mortgage, deed indenture or other obligation of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract NeoStem or any other agreementof its Subsidiaries (“NeoStem Contracts”) or, instrument subject to making all filings, notifications and disclosures and receipt of all permits, authorizations, consents and approvals referred to in clauses “a” through “e” of Section 4.3.1 or obligation in Section 4.3.1 of the NeoStem Disclosure Statement, any law, rule, ordinance or regulation or judgment, decree, order or award to which the Company NeoStem or any of its Subsidiaries is a party subject or by any governmental or non-governmental authorization, consent, approval, registration, franchise, license or permit under which the Company NeoStem or any of its Subsidiaries or any property of the Company or conducts any of its Subsidiaries is bound; business, or (iii3) result any other change in the creation rights or imposition obligations of any Lien upon party under any assets or properties of the Company or any of its Subsidiaries except pursuant NeoStem Contracts, except, with respect to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of this clause (ii), clause (iii) and clause (iv) for such breaches, violations, conflicts, defaults, creation triggering events, creations of Liens and liens, pledges, security interests or other matters encumbrances on assets, or changes in rights or obligations which would not not, singly or in the aggregate reasonably be expected to with all other such matters, have a NeoStem Material Adverse Effect. 5.3.3 As of the date of execution of this Agreement, NeoStem has not received any de-listing notice from the Exchange on which the NeoStem Common Stock is listed or quoted with respect to its Common Stock.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR ActNo notices, (ii) if necessaryreports or other filings with, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all nor are any consents, authorizationsapprovals, orders and approvals ofpermits, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, authorizations or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing registrations with, any Governmental Entity is Authority are required to be made or obtained by the Company or any of its Subsidiaries Bank in connection with the execution, delivery and or performance by Bank of the Transaction Agreements and the consummation of this Agreement, or to effect the transactions contemplated hereby and therebyhereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (Ai) the failures submission of which to be made the applications, filings or obtained, would not notices in connection with obtaining the aggregate reasonably be expected to have Requisite Regulatory Approvals and (ii) as otherwise required or necessary as a Material Adverse Effect, or (B) which are applicable by reason result of any facts specifically relating to, or the particular regulatory status of, the Investoridentity of Purchaser and its Affiliates. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does notAssuming that all consents, approvals, filings or registrations contemplated by Section 5.05(a) have been obtained, and all notices described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 6.03(a) and 6.09, the execution and delivery by Bank of the Registration Rights this Agreement will does not, and the performance of the obligations set forth herein and therein this Agreement by Bank and the consummation of the Merger and the other transactions contemplated hereby and thereby will not, (i) conflict with or violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; Bank, (ii) conflict withwith or violate any Law in any material respect, contravene (iii) require any consent or other action by any Person under, result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event that with or without notice or the passage lapse of timetime or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancelation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification the loss of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries Bank is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval entitled under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation Material Contract to which the Company or any of its Subsidiaries Bank is a party or by which the Company Bank or any of its Subsidiaries properties or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; are bound or (iv) violate result (immediately or conflict with any Law notice or Order applicable to lapse of time or both) in the Company creation of a Lien on the property or any asset of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesBank, except in the case of clause (ii), clause the foregoing clauses (iii) and clause (iv) for any such conflicts, violations, conflictsbreaches, defaultsdefaults or other occurrences that, creation of Liens and other matters which individually or in the aggregate, would not in the aggregate have or reasonably be expected to have a Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) Assuming the expiration of the waiting period under the HSR Actrepresentations and warranties in Article III and Article V are true and correct, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the other Transaction Agreements Documents to which it is or will be a party by SPAC does not, and the consummation by SPAC of the transactions contemplated hereby Transactions will not, require any filings by SPAC under the HSR Act or the obtainment by SPAC of any required pre-Closing approvals or clearances under any other applicable Laws. Except (a) for the SPAC Stockholders’ Approval, (b) for the registration or filing with the Secretary of State of the State of Delaware, the SEC or applicable state blue sky or other securities Laws filings with respect to the Transactions and thereby, except (c) for such Regulatory Approvals, registrations, declarations, notices and other filings, (A) notifications, notices, submissions, applications, or consents, the failures failure of which to be obtained or made or obtained, would not in the aggregate reasonably be expected to have a SPAC Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating toall filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the particular regulatory status ofvalid execution, the Investor. (b) The execution delivery and delivery performance of this Agreement and the Rights Agreement Amendment does notother Transaction Documents, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby Transactions, in each case on the part of SPAC, have been or will be duly obtained or completed (as applicable) and thereby are or will be in full force and effect. The execution, delivery and performance by SPAC of this Agreement and the other Transaction Documents to which it is or will be a party do not, and the consummation by SPAC of the Transactions will not (assuming the representations and warranties in Article III and Article V are true and correct), except for the matters referred to in clauses (a) through (c) of the immediately preceding sentence, (i) violate result in any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of SPAC) or obligation cancellation under, (A) any Governmental Order, (B) the SPAC Charter, (C) any applicable Laws, or to a loss of (D) any benefit Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries SPAC is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiii) result in the creation or imposition of any Lien Encumbrance upon any assets or properties of the Company properties or assets of SPAC other than any of its Subsidiaries except pursuant to any Transaction Agreement; restrictions under federal or (iv) violate state securities Laws, this Agreement or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesSPAC Charter, except in the case of sub-clauses (A), (C), and (D) of clause (i) or clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which as would not in the aggregate reasonably be expected to have a SPAC Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings filing and registrations, registrations including the effectiveness of a registration statement and applicable "“Blue Sky" ” clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iviii) the Regulatory Approvals set forth on Schedule 3.3Section 4.3 of the Investor Disclosure Schedule, no Regulatory Approval from, or registration, declaration, notice declaration or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries Investor in connection with the execution, delivery and performance of this Agreement and the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, thereby except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made make or obtainedobtain would not, would not individually or in the aggregate aggregate, reasonably be expected to have a Material Adverse Effect, material adverse effect on the ability of the Investor to consummate the transactions contemplated hereby or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investorthereby. (b) The Assuming the receipt of all Regulatory Approvals set forth on Section 4.3 of the Investor Disclosure Schedule and the completion of all registrations, declarations, notices and filings referred to in Section 4.3 of the Investor Disclosure Schedule, the execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement Transaction Agreements will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Incorporation charter or the Bylaws bylaws or the other organizational similar governing documents of the Company or the comparable governing instruments of any of its material SubsidiariesInvestor; (ii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries Investor is a party or by which the Company or any of its Subsidiaries Investor or any property of the Company or any of its Subsidiaries Investor is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction AgreementInvestor; or (iv) violate or conflict with any Law or Order applicable to the Company Investor or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company Investor or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause clauses (ii), clause (iii) and clause (iv) ), for such violations, conflicts, defaults, creation of Liens and other matters instances which would not not, individually or in the aggregate aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Investor’s ability to consummate the transactions contemplated hereby.

Consents; No Conflicts. Assuming the warranties in Article IV and Article VI are true and correct, except (a) Except for (i) the expiration registration or filing with the Registrar of Companies of the waiting period under Cayman Islands (including the HSR Act, (ii) if necessaryfiling of the Plan of Initial Merger, the approval Plan of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection withSecond Merger, the consummation Plan of Third Merger and such other documents with the transactions contemplated by Cayman Islands Registrar of Companies in accordance with the Registration Rights AgreementCayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (ivb) the Regulatory Approvals set forth on Schedule 3.3for such other filings, no Regulatory Approval fromnotifications, notices, submissions, applications, or registrationconsents the failure of which to be obtained or made would not have a Company Material Adverse Effect, declarationall filings, notice notifications, notices, submissions, applications, or filing with, consents from or with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery delivery, and performance of this Agreement, the Plan of Initial Merger and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of each Company Acquisition Entity, have been duly obtained or completed (as applicable) and therebyare in full force and effect. The execution, except for such Regulatory Approvalsdelivery, registrations, declarations, notices and filings, (A) the failures performance of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status ofthis Agreement, the Investor. (b) The execution and delivery Plan of this Agreement Initial Merger and the Rights Agreement Amendment other each Transaction Documents to which it is or will be a party by each Company Acquisition Entity does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by such Company Acquisition Entity of the transactions contemplated hereby and thereby will notnot result in any violation of, (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of such Company Acquisition Entity) or obligation cancellation under, (a) (i) any Governmental Order, (ii) any provision of the Organizational Documents of such Company Acquisition Entity, (iii) any applicable Law or to a loss of public privacy policy, (iv) any benefit Contract to which any of the such Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries Acquisition Entity is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiib) result in the creation or imposition of any Lien upon any assets or properties of the properties or assets of such Company Acquisition Entity other than any restrictions under federal or any state securities laws, this Agreement or the Organizational Documents of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the such Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesAcquisition Entity, except in the case of clause sub-clauses (iii), clause (iii) ), and clause (iv) for such violationsof clause (a), conflictsas has not had, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of any Company Acquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. Except for actions to be taken in connection with (a) Except for the filing of the Certificate of Merger (iincluding the increase in the preferred stock), (b) the expiration filing and effectiveness of the waiting period under the HSR ActRegistration Statement and/or Joint Proxy Statement and shareholder approval thereunder, (iic) if necessaryfilings required pursuant to any state securities or “blue sky” laws, (d) filings, approvals for listing and other matters relating to the approval listing or quoting on an Exchange of the NYSE required for listing shares of the NeoStem Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights to be issued pursuant to this Agreement, and (ive) the Regulatory Approvals any other filings, notices, disclosures or registrations set forth on Schedule 3.3in Section 4.3.1 of the NeoStem Disclosure Statement, no Regulatory Approval fromfiling or registration with, notification or disclosure to, or registrationpermit, declarationauthorization, notice consent or filing withapproval of, (x) any Governmental Entity Government Authority or (y) any third party, whether acting in an individual, fiduciary or other capacity, is required to be made for the consummation by NeoStem or obtained by Subco of the Company Merger or any the other transactions contemplated hereby. 4.3.2 Except as set forth in Section 4.3.2 of its Subsidiaries in connection with the NeoStem Disclosure Statement, the execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices compliance by NeoStem and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of Subco with any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement provisions hereof do not and will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate any provision subject to obtaining the approval of the Articles of Incorporation or the Bylaws or the other organizational documents Merger by holders of the Company or NeoStem Common Stock and the comparable governing instruments of any of its material Subsidiaries; (ii) NeoStem Preferred Stock, conflict with, contravene with or result in a any breach or violation of any provision of the terms certificate of incorporation or provisions ofby-laws, or constitute a default (with or without notice or the passage other similar organizational documents, each as amended, of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company NeoStem or any of its Subsidiaries or (ii) result in (1) a breach or violation of, a default under or an event triggering any payment, obligation or acceleration of any obligation pursuant to any NeoStem Employee Benefit Plan (as defined herein) or any grant or award made under any of the foregoing, (2) a breach or violation of, a default under or an event triggering a right of termination of, a default under, or require the acceleration of any consentobligation or the creation of a lien, waiverpledge, provision security interest or other encumbrance on assets (with or without the giving of notice or approval underthe lapse of time or both) pursuant to any provision of, any agreement, lease of real or personal property, marketing agreement, contract, note, bond, debt instrument, indenture, mortgage, deed indenture or other obligation of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract NeoStem or any other agreementof its Subsidiaries (“NeoStem Contracts”) or, instrument subject to making all filings, notifications and disclosures and receipt of all permits, authorizations, consents and approvals referred to in clauses “a” through “e” of Section 4.3.1 or obligation in Section 4.3.1 of the NeoStem Disclosure Statement, any law, rule, ordinance or regulation or judgment, decree, order or award to which the Company NeoStem or any of its Subsidiaries is a party subject or by any governmental or non-governmental authorization, consent, approval, registration, franchise, license or permit under which the Company NeoStem or any of its Subsidiaries or any property of the Company or conducts any of its Subsidiaries is bound; business, or (iii3) result any other change in the creation rights or imposition obligations of any Lien upon party under any assets or properties of the Company or any of its Subsidiaries except pursuant NeoStem Contracts, except, with respect to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of this clause (ii), clause (iii) and clause (iv) for such breaches, violations, conflicts, defaults, creation triggering events, creations of Liens and liens, pledges, security interests or other matters encumbrances on assets, or changes in rights or obligations which would not not, singly or in the aggregate reasonably be expected to with all other such matters, have a NeoStem Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings filing and registrations, registrations including the effectiveness of a registration statement and applicable "“Blue Sky" ” clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iviii) the Regulatory Approvals set forth on Schedule 3.3Section 4.3 of the Investor Disclosure Schedule, no Regulatory Approval from, or registration, declaration, notice declaration or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries Investor in connection with the execution, delivery and performance of this Agreement and the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, thereby except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made make or obtainedobtain would not, would not individually or in the aggregate aggregate, reasonably be expected to have a Material Adverse Effect, material adverse effect on the ability of the Investor to consummate the transactions contemplated hereby or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. thereby. (b) The Assuming the receipt of all Regulatory Approvals set forth on Section 4.3 of the Investor Disclosure Schedule and the completion of all registrations, declarations, notices and filings referred to in Section 4.3 of the Investor Disclosure Schedule, the execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement Transaction Agreements will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Incorporation charter or the Bylaws bylaws or the other organizational similar governing documents of the Company or the comparable governing instruments of any of its material SubsidiariesInvestor; (ii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect.loan

Consents; No Conflicts. 4.3.1 Except for actions to be taken in connection with (a) Except for filings required pursuant to any state securities or “blue sky” laws, (ib) filings and other matters relating to the expiration listing on Nasdaq of the waiting period under the HSR Act, (ii) if necessary, the approval shares of the NYSE required for listing of the Avalon Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made issued pursuant to this Agreement, (c) notices to or obtained filings with the IRS or the Pension Benefit Guaranty Corporation (“PBGC”) with respect to any employee benefit plans (to the extent such notices to and filings with the IRS or the PBGC are described in Section 4.3.1 of the Avalon Disclosure Schedule) and (d) any other filings, notices, disclosures or registrations set forth in Section 4.3.1 of the Avalon Disclosure Schedule, no filing or registration with, notification or disclosure to, or permit, authorization, consent or approval of, (x) any court, (y) any government agency or body or (z) any third party, whether acting in an individual, fiduciary or other capacity, is required for the consummation by Avalon of the Company Acquisition or any the other transactions contemplated hereby. 4.3.2 Except as set forth in Section 4.3.2 of its Subsidiaries in connection with the Avalon Disclosure Schedule, the execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the Acquisition and the other transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable compliance by reason of Avalon with any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement provisions hereof do not and will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate any provision subject to obtaining the approval of the Articles of Incorporation or the Bylaws or the other organizational documents Acquisition by holders of the Company or Avalon Common Stock and the comparable governing instruments of any of its material Subsidiaries; (ii) Avalon Preferred Stock, conflict with, contravene with or result in a any breach or violation of any provision of the terms certificate of incorporation or provisions ofby-laws, or constitute a default (with or without notice or the passage other similar organizational documents, each as amended, of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company Avalon or any of its Subsidiaries or (ii) result in (1) a breach or violation of, a default under or an event triggering any payment, obligation or acceleration of any obligation pursuant to any Avalon Employee Benefit Plan (as defined herein) or any grant or award made under any of the foregoing, (2) a breach or violation of, a default under or an event triggering a right of termination of, a default under, or require the acceleration of any consentobligation or the creation of a lien, waiverpledge, provision security interest or other encumbrance on assets (with or without the giving of notice or approval underthe lapse of time or both) pursuant to any provision of, any agreement, lease of real or personal property, marketing agreement, contract, note, bond, debt instrument, indenture, mortgage, deed indenture or other obligation of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract Avalon or any other agreementof its Subsidiaries (“Avalon Contracts”) or, instrument subject to making all filings, notifications and disclosures and receipt of all permits, authorizations, consents and approvals referred to in clauses “a” through “d” of Section 4.3.1 or obligation in Section 4.3.1 of the Avalon Disclosure Schedule, any law, rule, ordinance or regulation or judgment, decree, order or award to which the Company Avalon or any of its Subsidiaries is a party subject or by any governmental or non-governmental authorization, consent, approval, registration, franchise, license or permit under which the Company Avalon or any of its Subsidiaries or any property of the Company or conducts any of its Subsidiaries is bound; business, or (iii3) result any other change in the creation rights or imposition obligations of any Lien upon party under any assets or properties of the Company or any of its Subsidiaries except pursuant Avalon Contracts, except, with respect to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of this clause (ii), clause (iii) and clause (iv) for such breaches, violations, conflicts, defaults, creation triggering events, creations of Liens and liens, pledges, security interests or other matters encumbrances on assets, or changes in rights or obligations which would not not, singly or in the aggregate reasonably be expected to with all other such matters, have a an Avalon Material Adverse Effect. 4.3.3 As of the date of execution of this Agreement, Avalon has not received any de-listing notice from Nasdaq with respect to the Avalon Common Stock.

Consents; No Conflicts. Assuming the warranties in Article III and Article V and are true and correct, except (a) Except for (i) the expiration registration or filing with the Registrar of Companies of the waiting period under Cayman Islands (including the HSR Act, (ii) if necessaryfiling of the Plan of Initial Merger, the approval Plan of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection withSecond Merger, the consummation Plan of Third Merger and such other documents with the transactions contemplated by Cayman Islands Registrar of Companies in accordance with the Registration Rights AgreementCayman Act), the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (ivb) the Regulatory Approvals set forth on Schedule 3.3for such other filings, no Regulatory Approval fromnotifications, notices, submissions, applications, or registrationconsents the failure of which to be obtained or made would not have a Company Material Adverse Effect, declarationall filings, notice notifications, notices, submissions, applications, or filing with, consents from or with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery delivery, and performance of this Agreement, the Plan of Second Merger and the Plan of Third Merger and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of each SPAC Acquisition Entity, have been duly obtained or completed (as applicable) and therebyare in full force and effect. The execution, except for such Regulatory Approvalsdelivery, registrations, declarations, notices and filings, (A) the failures performance of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status ofthis Agreement, the Investor. (b) The execution and delivery Plan of this Agreement Second Merger and the Rights Agreement Amendment Plan of Third Merger and the other each Transaction Documents to which it is or will be a party by each SPAC Acquisition Entity does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by such SPAC Acquisition Entity of the transactions contemplated hereby and thereby will notnot result in any violation of, (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of such SPAC Acquisition Entity) or obligation cancellation under, (a) (i) any Governmental Order, (ii) any provision of the Organizational Documents of such SPAC Acquisition Entity, (iii) any applicable Law or to a loss of public privacy policy, (iv) any benefit Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries such SPAC Acquisition Entity is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiib) result in the creation or imposition of any Lien upon any assets or properties of the Company properties or assets of such SPAC Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement or the Organizational Documents of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiessuch SPAC Acquisition Entity, except in the case of clause sub-clauses (iii), clause (iii) ), and clause (iv) for such violationsof clause (a), conflictsas has not had, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of any SPAC Acquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Consents; No Conflicts. 4.3.1 Except for actions to be taken in connection with (a) Except for the filing of the Certificate of Merger (iincluding the increase in the preferred stock), (b) the expiration filing and effectiveness of the waiting period under the HSR ActRegistration Statement and/or Joint Proxy Statement and shareholder approval thereunder, (iic) if necessaryfilings required pursuant to any state securities or "blue sky" laws, (d) filings, approvals for listing and other matters relating to the approval listing or quoting on an Exchange of the NYSE required for listing shares of the NeoStem Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights to be issued pursuant to this Agreement, and (ive) the Regulatory Approvals any other filings, notices, disclosures or registrations set forth on Schedule 3.3in Section 4.3.1 of the NeoStem Disclosure Statement, no Regulatory Approval fromfiling or registration with, notification or disclosure to, or registrationpermit, declarationauthorization, notice consent or filing withapproval of, (x) any Governmental Entity Government Authority or (y) any third party, whether acting in an individual, fiduciary or other capacity, is required to be made for the consummation by NeoStem or obtained by Subco of the Company Merger or any the other transactions contemplated hereby. 4.3.2 Except as set forth in Section 4.3.2 of its Subsidiaries in connection with the NeoStem Disclosure Statement, the execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices compliance by NeoStem and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of Subco with any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement provisions hereof do not and will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate any provision subject to obtaining the approval of the Articles of Incorporation or the Bylaws or the other organizational documents Merger by holders of the Company or NeoStem Common Stock and the comparable governing instruments of any of its material Subsidiaries; (ii) NeoStem Preferred Stock, conflict with, contravene with or result in a any breach or violation of any provision of the terms certificate of incorporation or provisions ofby-laws, or constitute a default (with or without notice or the passage other similar organizational documents, each as amended, of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company NeoStem or any of its Subsidiaries or (ii) result in (1) a breach or violation of, a default under or an event triggering any payment, obligation or acceleration of any obligation pursuant to any NeoStem Employee Benefit Plan (as defined herein) or any grant or award made under any of the foregoing, (2) a breach or violation of, a default under or an event triggering a right of termination of, a default under, or require the acceleration of any consentobligation or the creation of a lien, waiverpledge, provision security interest or other encumbrance on assets (with or without the giving of notice or approval underthe lapse of time or both) pursuant to any provision of, any agreement, lease of real or personal property, marketing agreement, contract, note, bond, debt instrument, indenture, mortgage, deed indenture or other obligation of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract NeoStem or any other agreementof its Subsidiaries ("NeoStem Contracts") or, instrument subject to making all filings, notifications and disclosures and receipt of all permits, authorizations, consents and approvals referred to in clauses "a" through "e" of Section 4.3.1 or obligation in Section 4.3.1 of the NeoStem Disclosure Statement, any law, rule, ordinance or regulation or judgment, decree, order or award to which the Company NeoStem or any of its Subsidiaries is a party subject or by any governmental or non-governmental authorization, consent, approval, registration, franchise, license or permit under which the Company NeoStem or any of its Subsidiaries or any property of the Company or conducts any of its Subsidiaries is bound; business, or (iii3) result any other change in the creation rights or imposition obligations of any Lien upon party under any assets or properties of the Company or any of its Subsidiaries except pursuant NeoStem Contracts, except, with respect to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of this clause (ii), clause (iii) and clause (iv) for such breaches, violations, conflicts, defaults, creation triggering events, creations of Liens and liens, pledges, security interests or other matters encumbrances on assets, or changes in rights or obligations which would not not, singly or in the aggregate reasonably be expected to with all other such matters, have a NeoStem Material Adverse Effect. 5.3.3 As of the date of execution of this Agreement, NeoStem has not received any de-listing notice from the Exchange on which the NeoStem Common Stock is listed or quoted with respect to its Common Stock.

Consents; No Conflicts. (a) Except for (i) the expiration Required Regulatory Approvals and Regulatory Approvals the failure of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, to be made or in connection with, obtained would not prevent or materially delay the consummation of the transactions contemplated by the Registration Rights AgreementTransaction Agreements, the Certificates of Designations and (iv) the Regulatory Approvals set forth on Schedule 3.3Warrants or have a Material Adverse Effect, no Regulatory Approval from, or registration, declaration, notice declaration or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements Agreements, the Certificates of Designations and the Warrants and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of each of this Agreement and the Registration Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement Warrants will not, and and, subject to the receipt of the Required Regulatory Approvals, the performance of the obligations set forth herein herein, therein and therein in the Certificates of Designations and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles Certificate of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the Certificate of Incorporation or Bylaws of the Company or any agreement or instrument applicable to the Company; (iii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment acceleration or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiiv) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction AgreementSubsidiaries; or (ivv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesSubsidiaries, except other than in the case of clause (ii), clause clauses (iii) and clause through (ivv) for above, such violations, conflicts, defaults, creation of Liens and other matters which exceptions as would not have, individually or in the aggregate reasonably be expected to have aggregate, a Material Adverse Effect. (c) Other than the Shareholder Approval, no consent or approval of the Company's stockholders is required by Law, the Company's Certificate of Incorporation or Bylaws, the rules (the "NASD Rules") of the National Association of Securities Dealers, Inc. (the "NASD") relating to the quotation of the Common Stock on Nasdaq, or otherwise, for the execution, delivery and performance by the Company of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby.

Consents; No Conflicts. Assuming the representations and warranties in Article III and Article IV are true and correct, except (a) Except for (i) the expiration registration or filing with the Registrar of Companies of the waiting period under the HSR Act, (ii) if necessaryCayman Islands, the approval SEC or applicable state blue sky or other securities laws filings with respect to the Transactions and (b) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a material adverse effect on the ability of the NYSE required for listing of Merger Subs to consummate the Common Stock into which the Series A Convertible Preferred Stock is convertibleTransactions, (iii) all consentsfilings, authorizationsnotifications, orders and approvals ofnotices, and all filings and registrationssubmissions, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, consents from or registration, declaration, notice or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of each Merger Sub, have been or will be duly obtained or completed (as applicable) and therebyare or will be in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other each Transaction Documents to which a Merger Sub is or will be a party by such Merger Sub does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by such Merger Sub of the transactions contemplated hereby and thereby will not, assuming the representations and warranties in Article III and Article IV are true and correct, and except for the matters referred to in clauses (ia) violate any provision through (b) of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of immediately preceding sentence, (x) result in any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of such Merger Sub) or obligation cancellation under, or to a loss (i) any Governmental Order, (ii) any provision of the Organizational Documents of such Merger Sub, (iii) any benefit applicable Law, (iv) any Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries such Merger Sub is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiy) result in the creation or imposition of any Lien Encumbrance upon any assets or properties of the Company properties or assets of such Merger Sub other than any restrictions under federal or state securities laws, this Agreement or the Organizational Documents of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiessuch Merger Sub, except in the case of clause sub-clauses (iii), clause (iii) ), and clause (iv) for such violationsof clause (x) or clause (y) above, conflictsas has not had, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of any Merger Sub to consummate the Transactions.

Consents; No Conflicts. (ai) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the KEXIM Required Regulatory Approvals set forth on Schedule 3.3Approvals, no Regulatory Approval from, or registration, declaration, notice registration or filing with, consent or approval of or any other action by any Governmental Entity Authority or any other Person is required to have been or will be made or required to be obtained by the Company or any of its Subsidiaries KEXIM in connection with the execution, delivery and performance of the Transaction Agreements this Agreement; and the consummation of the transactions contemplated hereby and thereby, (ii) except for such the Company Required Regulatory Approvals, registrationsno registration or filing with, declarations, notices and filings, (A) the failures consent or approval of which or any other action by any Governmental Authority or any other Person is required to have been or will be required to be made or obtainedobtained by the Company in connection with the execution, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable delivery and performance of this Agreement by reason of any facts specifically relating to, or the particular regulatory status of, the InvestorKEXIM. (b) The execution execution, delivery and delivery performance by KEXIM of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate any provision of the Articles articles of Incorporation incorporation, internal regulations or the Bylaws or the other organizational governing documents of the Company or the comparable governing instruments of any of its material SubsidiariesKEXIM; (ii) conflict with, contravene give rise to any pre-emptive or similar rights on behalf of any Person to acquire the KEXIM Shares or result in a breach or the imposition of any Encumbrance upon the KEXIM Shares; (iii) result in the violation of any of the terms Law or provisions of, Regulatory Approvals applicable to KEXIM; or (iv) violate or constitute a default (with or without notice or the passage of time) under, or result in under or give rise to a right any third party rights under any material Contract applicable to KEXIM or its properties. (c) Except as set forth in the Disclosure Schedules, the execution, delivery and performance by KEXIM of termination, cancellation, acceleration, amendment or modification of this Agreement will not: (i) violate any right or obligation under, or to a loss of any benefit to which any provision of the Company articles of incorporation, internal regulations or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities other governing documents of the Company or any of its Subsidiaries under, Subsidiaries; (ii) give rise to any pre-emptive or require similar rights on behalf of any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation Person to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property acquire equity securities of the Company or any of its Subsidiaries is boundCompany; (iii) result in the creation or imposition violation of any Lien upon any assets Law or properties of Regulatory Approvals applicable to the Company or any of its Subsidiaries except pursuant to any Transaction AgreementSubsidiaries; or (iv) violate or conflict with constitute a default under or give rise to any Law or Order third party rights under any material Contract applicable to the Company or Company, any of its Subsidiaries or any of their respective assets properties; or properties (v) result in the imposition of any Governmental Entity having jurisdiction over Encumbrance upon any assets of the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR ActNo notices, (ii) if necessaryreports or other filings with, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all nor any consents, authorizationsapprovals, orders and approvals ofpermits, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, authorizations or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing registrations with, any Governmental Entity is Authority are required to be made or obtained by the Company Purchaser or any of its Subsidiaries Affiliates in connection with the execution, delivery or performance by Purchaser of this Agreement, or to effect the transactions contemplated hereby, except for (i) the submission of the applications, filings or notices in connection with obtaining the Requisite Regulatory Approvals and (ii) as otherwise required or necessary as a result of the identity of Seller and its Affiliates. As of the date hereof, Purchaser has no Knowledge of any fact, event, condition, development or circumstance that would reasonably be expected to prevent, materially delay or materially impair the receipt of any Requisite Regulatory Approvals or the consummation of the Merger and the transactions contemplated hereby. (b) Assuming that all consents, approvals, filings or registrations contemplated by Section 6.03(a) have been obtained, and all notices described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Sections 4.04(a) and 5.05(a), the execution and delivery by Purchaser of this Agreement does not, and the performance of the Transaction Agreements this Agreement by Purchaser and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company Purchaser or the comparable governing instruments of any of its material Subsidiaries; Affiliates, (ii) conflict withwith or violate any Law, contravene (iii) require any consent or other action by any Person under, result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event that with or without notice or the passage lapse of timetime or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancelation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification the loss of any right or obligation under, or to a loss of any benefit to which any of the Company Purchaser or its Subsidiaries Affiliates is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval entitled under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation material Contract to which the Company Purchaser or any of its Subsidiaries Affiliates is a party or by which the Company their properties or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; are bound or (iv) violate result (immediately or conflict with any Law notice or Order applicable to lapse of time or both) in the Company creation of a Lien on the property or any asset of Purchaser or its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesAffiliates, except in the case of clause the foregoing clauses (ii), clause (iii) and clause (iv) for any such conflicts, violations, conflictsbreaches, defaultsdefaults or other occurrences that would not, creation of Liens and other matters which or would not in the aggregate reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effectmaterial effect on Purchaser’s or its Affiliates’ ability to (x) satisfy its obligations and agreements hereunder and thereunder, (y) consummate the transactions contemplated hereby in a timely manner or (z) obtain promptly the Requisite Regulatory Approvals.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) Except for (i) the expiration registration or filing with the Registrar of Companies of the waiting period under the HSR Act, (ii) if necessaryCayman Islands, the approval SEC or applicable state blue sky or other securities laws filings with respect to the Transactions and (b) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a material adverse effect on the ability of the NYSE required for listing of Merger Subs to consummate the Common Stock into which the Series A Convertible Preferred Stock is convertibleTransactions, (iii) all consentsfilings, authorizationsnotifications, orders and approvals ofnotices, and all filings and registrationssubmissions, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, consents from or registration, declaration, notice or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of each Merger Sub, have been or will be duly obtained or completed (as applicable) and therebyare or will be in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other each Transaction Documents to which a Merger Sub is or will be a party by such Merger Sub does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by such Merger Sub of the transactions contemplated hereby and thereby will not, assuming the representations and warranties in Article III and Article IV are true and correct, and except for the matters referred to in clauses (ia) violate any provision through (b) of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of immediately preceding sentence, (a) result in any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of such Merger Sub) or obligation cancellation under, or to a loss (i) any Governmental Order, (ii) any provision of the Organizational Documents of such Merger Sub, (iii) any benefit applicable Law, (iv) any Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries such Merger Sub is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiib) result in the creation or imposition of any Lien Encumbrance upon any assets or properties of the Company properties or assets of such Merger Sub other than any restrictions under federal or state securities laws, this Agreement or the Organizational Documents of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesMerger Sub, except in the case of clause sub-clauses (iii), clause (iii) ), and clause (iv) for such violationsof clause (a) or clause (b) above, conflictsas has not had, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of any Merger Sub to consummate the Transactions.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, if applicable, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings filing and registrations, including the effectiveness of a registration statement and applicable "“Blue Sky" ” clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iviii) the Regulatory Approvals set forth on Schedule 3.3Section 3.3(a) of the Company Disclosure Schedule, and (iv) the filing of the Charter Amendment and the Certificate of Determination with the California Secretary of State, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries (including the Bank) in connection with the execution, delivery and performance of this Agreement and the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) filings which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, of the Investor. (b) The Assuming the receipt of all Regulatory Approvals set forth on Section 3.3(b) of the Company Disclosure Schedule and the completion of all registrations, declarations, notices and filings referred to in Section 3.3(a) and Section 3.3(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement Transaction Agreements will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material SubsidiariesSubsidiaries (including the Bank); (ii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries (including the Bank) is a party or by which the Company or any of its Subsidiaries (including the Bank) or any property of the Company or any of its Subsidiaries (including the Bank) is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement(including the Bank); or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries (including the Bank) or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries (including the Bank) or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Required Regulatory Approvals set forth on Schedule 3.3Approvals, no Regulatory Approval from, or registration, declarationdisclosure, notice declaration or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Significant Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements and the Company Documents and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The Except as set forth on Schedule 3.03(b) hereto, the execution and delivery of each of this Agreement and the Registration Rights Agreement Amendment does not, and the execution and delivery of each of the Registration Rights Escrow Agreement and the Company Documents will not, and and, subject to the receipt of the Required Regulatory Approvals, the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles Certificate of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material the Significant Subsidiaries; (ii) give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the Certificate of Incorporation or Bylaws or any agreement or instrument applicable to the Company or any of its Significant Subsidiaries; (iii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment acceleration or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Significant Subsidiaries under, or require any consent, waiver, provision of notice waiver or approval under, any note, bond, debt instrumentinstrument (including, without limitation, the Credit Agreement), indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries or any property of the Company or any of its Significant Subsidiaries is boundbound (other than in each case in connection with a "Change in Control," as such term is defined in the Credit Agreement, or a "Change of Control," as such term is defined in the Indenture, resulting from the appointment of members of the Board of Directors pursuant to Section D of Article VIII of the Senior Certificates of Designations or resulting from any action taken by the Investor or any of its Affiliates that is permitted under Section 6.01(b) hereof); (iiiiv) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Significant Subsidiaries except pursuant to any Transaction Agreement; or (ivv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries Significant Subsidiaries. (c) Except the Shareholder Approval, no consent or approval of the Company's stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the rules and regulations of the NYSE (the "NYSE RULES"), or otherwise, for the execution, delivery and performance by the Company of the Transaction Agreements and the Company Documents and the consummation of the transactions contemplated thereby. (d) The execution and delivery of the Transaction Agreements and the consummation of transactions contemplated hereby and thereby will not constitute a "Change of Control" or "Change in Control" (or similar concept) as such term (or concept) is defined in the Credit Agreement, the Indenture or any of their respective assets other material contract, agreement, indenture, mortgage, note, lease or properties of any Governmental Entity having jurisdiction over other instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which the properties of the Company or any such Subsidiary is subject (other than in connection with a "Change in Control," as such term is defined in the Credit Agreement, or a "Change of Control," as such term is defined in the Indenture, resulting from the appointment of additional members of the Board of Directors pursuant to Section D of Article VIII of the Senior Certificates of Designations or resulting from any action taken by the Investor or any of their respective assets or properties, except in the case of clause (iiits Affiliates that is permitted under Section 6.01(b) hereof), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect.

Consents; No Conflicts. (ai) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Seller Required Regulatory Approvals set forth on Schedule 3.3Approvals, no Regulatory Approval from, or registration, declaration, notice registration or filing with, consent or approval of or any other action by any Governmental Entity Authority or any other Person is required to have been or will be made or required to be obtained by the Company or any of its Subsidiaries Seller in connection with the execution, delivery and performance of the Transaction Agreements this Agreement; and the consummation of the transactions contemplated hereby and thereby, (ii) except for such the Company Required Regulatory Approvals, registrationsno registration or filing with, declarations, notices and filings, (A) the failures consent or approval of which or any other action by any Governmental Authority or any other Person is required to have been or will be required to be made or obtainedobtained by the Company in connection with the execution, would not in delivery and performance of this Agreement by the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the InvestorSeller. (b) The execution execution, delivery and delivery performance by the Seller of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate any provision of the Articles articles of Incorporation incorporation, internal regulations or the Bylaws or the other organizational governing documents of the Company or the comparable governing instruments of any of its material SubsidiariesSeller; (ii) conflict with, contravene give rise to any pre-emptive or similar rights on behalf of any Person to acquire the Shares or result in a breach or the imposition of any Encumbrance upon the Shares; (iii) result in the violation of any of Law or Regulatory Approvals applicable to the terms Seller; or provisions of, (iv) violate or constitute a default (with or without notice or the passage of time) under, or result in under or give rise to a right any third party rights under any material Contract applicable to the Seller or its properties. (c) Except as set forth in the Disclosure Schedules, the execution, delivery and performance by the Seller of termination, cancellation, acceleration, amendment or modification of this Agreement will not: (i) violate any right or obligation under, or to a loss of any benefit to which any provision of the Company articles of incorporation, internal regulations or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities other governing documents of the Company or any of its Subsidiaries under, Subsidiaries; (ii) give rise to any pre-emptive or require similar rights on behalf of any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation Person to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property acquire equity securities of the Company or any of its Subsidiaries is boundCompany; (iii) result in the creation or imposition violation of any Lien upon any assets Law or properties of Regulatory Approvals applicable to the Company or any of its Subsidiaries except pursuant to any Transaction AgreementSubsidiaries; or (iv) violate or conflict with constitute a default under or give rise to any Law or Order third party rights under any material Contract applicable to the Company or Company, any of its Subsidiaries or any of their respective assets properties; or properties (v) result in the imposition of any Governmental Entity having jurisdiction over Encumbrance upon any assets of the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse EffectSubsidiaries.

Consents; No Conflicts. (a) Except for (i) the expiration filings of ---------------------- the Certificate of Merger, the Certified Agreement and the Proxy Statement, the filing and effectiveness of the waiting period Registration Statement and the SNFCo Registration Document (as hereinafter defined) and the filings required under and in connection with the applicable requirements of the HSR Act, and filings required pursuant to any state securities or "blue sky" laws, no filing or registration with, notification or disclosure to, or permit, authorization, consent or approval of, (i) any court, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, any government agency or body or (iii) all consentsany third party, authorizationswhether acting in an individual, orders fiduciary or other capacity, is required for the consummation by GranCare of the Merger, the Distribution or the other transactions contemplated hereby or by the Distribution Agreement except such as are set forth in Section 4.03(a) of the GranCare Disclosure Statement, which will have been obtained or made prior to the Effective Time and approvals ofwill then be in full force and effect or which would not, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, singly or in connection withthe aggregate with all other such consents which have not been obtained, the consummation of the transactions contemplated by the Registration Rights Agreement, and have a GranCare Material Adverse Effect. (ivb) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement, the Transaction Agreements and Distribution Agreement, the consummation of the Distribution, the Merger and the other transactions contemplated hereby (or thereby) and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable compliance by reason of GranCare with any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement provisions hereof (or thereof) do not and will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, not (i) violate any provision subject to obtaining the approval of a majority of the Articles outstanding shares of Incorporation GranCare Common Stock at the Special Meeting or any adjournment thereof as required by the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) California Act, conflict with, contravene with or result in a any breach or violation of any provision of the terms Restated Articles of Incorporation (or provisions other comparable charter documents) or By-Laws of GranCare or any of its Pharmacy Subsidiaries, (ii) result in (1) a breach or violation of, or constitute a default under or an event triggering any payment or other obligation pursuant to any of GranCare's existing pension plans, welfare plans, multiemployer plans, employee benefit plans, benefit arrangements or similar plans, arrangements or policies, including bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, health or group insurance, severance pay, retirement or other benefit plans, and all similar arrangements or policies of GranCare and its Subsidiaries (the "GranCare Compensation and Benefit Plans") or any grant or award made under any of the foregoing in any case for which GranCare or any of the Pharmacy Subsidiaries would be responsible after the Distribution, (2) a breach, violation or event triggering a right of termination of, a default under, the acceleration of any obligation, or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the passage lapse of timetime or both) under, or result in or give rise pursuant to a right of termination, cancellation, acceleration, amendment or modification any provision of any right agreement, lease of real or personal property, marketing agreement, contract, note, mortgage, indenture, arrangement or other obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company GranCare or any of its Pharmacy Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract ("GranCare Contracts") or any other agreementlaw, instrument rule, ordinance or obligation regulation or judgment, decree, order or award to which the Company GranCare or any of its Pharmacy Subsidiaries is a party subject or by any governmental or non-governmental authorization, consent, approval, registration, franchise, license or permit under which the Company GranCare or any of its Pharmacy Subsidiaries conducts the Institutional Pharmacy Business, or (3) any property other change in the rights or obligations of any party under any of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse EffectGranCare Contracts.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) Except for (i) the expiration registration or filing with the Registrar of Companies of the waiting period under the HSR Act, (ii) if necessaryCayman Islands, the approval SEC or applicable state blue sky or other securities laws filings with respect to the Transactions and (b) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a material adverse effect on the ability of the NYSE required for listing of Acquisition Entities to consummate the Common Stock into which the Series A Convertible Preferred Stock is convertibleTransactions, (iii) all consentsfilings, authorizationsnotifications, orders and approvals ofnotices, and all filings and registrationssubmissions, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forapplications, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, consents from or registration, declaration, notice or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of each Acquisition Entity, have been or will be duly obtained or completed (as applicable) and therebyare or will be in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other each Transaction Documents to which an Acquisition Entity is or will be a party by each Acquisition Entity does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by such Acquisition Entity of the transactions contemplated hereby and thereby will not, assuming the representations and warranties in Article III and Article IV are true and correct, and except for the matters referred to in clauses (ia) violate any provision through (b) of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of immediately preceding sentence, (a) result in any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of such Acquisition Entity) or obligation cancellation under, or to a loss (i) any Governmental Order, (ii) any provision of the Organizational Documents of such Acquisition Entity, (iii) any benefit applicable Law, (iv) any Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries such Acquisition Entity is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiib) result in the creation or imposition of any Lien Encumbrance upon any assets or properties of the Company properties or assets of such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement or the Organizational Documents of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiessuch Acquisition Entity, except in the case of clause sub-clauses (iii), clause (iii) ), and clause (iv) for such violationsof clause (a) or clause (b) above, conflictsas has not had, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of any Acquisition Entity to consummate the Transactions.

Consents; No Conflicts. (a) Except for the filing of the Certificate of Merger, the filing and effectiveness of the Registration Statement (as hereinafter defined), the filings required under and in connection with the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and filings required pursuant to any state securities or "blue sky" laws, no filing or registration with, notification or disclosure to, or permit, authorization, consent or approval of, (i) the expiration of the waiting period under the HSR Actany court, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, any government agency or body or (iii) any third party, whether acting in an individual, fiduciary or other capacity, is required for the consummation by Capstone of the Merger or the other transactions contemplated hereby, except such as are set forth in Section 3.03(a) of the Capstone Disclosure Statement, all consentsof which will have been obtained or made prior to the Effective Time and which will then be in full force and effect or which would not, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, singly or in connection withthe aggregate with all other such consents which have not been obtained, the consummation of the transactions contemplated by the Registration Rights Agreement, and have a Capstone Material Adverse Effect. (ivb) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of the Transaction Agreements this Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable compliance by reason of Capstone with any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement provisions hereof do not and will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, : (i) violate any provision subject to obtaining the approval of a majority of the Articles outstanding shares of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) Capstone Common Stock, conflict with, contravene with or result in a any breach or violation of any provision of the terms certificate of incorporation (or provisions other comparable charter documents) or By-laws of Capstone or any of its Subsidiaries, (ii) result in 9 16 (1) a breach or violation of, or constitute a default under or an event triggering any payment or other obligation pursuant to any of Capstone's existing pension plans, welfare plans, multiemployer plans, employee benefit plans, benefit arrangements or similar plans, arrangements or policies including bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, health or group insurance, severance pay, retirement or other benefit plans, and all similar arrangements or policies of Capstone and its Subsidiaries (the "Capstone Compensation and Benefit Plans") or any grant or award made under any of the foregoing, (2) a breach, violation or event triggering a right of termination of, a default under, or the acceleration of any obligation or the creation of a lien, pledge, security interest or other encumbrance on assets (with or without the giving of notice or the passage lapse of timetime or both) underpursuant to any provision of, any agreement, lease of real or result in personal property, marketing agreement, contract, note, mortgage, indenture, arrangement or give rise to a right other obligation of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company Capstone or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract ("Capstone Contracts") or any other agreementlaw, instrument rule, ordinance or obligation regulation or judgment, decree, order or award to which the Company Capstone or any of its Subsidiaries is a party subject or by any governmental or non-governmental authorization, consent, approval, registration, franchise, license or permit under which the Company Capstone or any of its Subsidiaries or any property of the Company or conducts any of its Subsidiaries is bound; business, or (iii3) result any other change in the creation rights or imposition obligations of any Lien upon party under any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse EffectCapstone Contracts.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the The execution, delivery and performance by US Airways of the Aircraft Transaction Agreements and the consummation of the transactions contemplated hereby and therebyto which US Airways is or will be a party (i) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such Regulatory Approvalsas have been obtained or made and are in full force and effect (including, registrationswithout limitation, declarations, notices the Omnibus Order) and filings, except (A) the failures of which where failure to be made obtain such consent, approval, registration, filing or obtained, would other action has not in the aggregate reasonably be expected to have had a Material Adverse Effect, or (B) which are applicable by reason in the case of any facts specifically relating toAircraft Transaction Agreement, any normal periodic and other reporting requirements under the Transportation Code and the regulations promulgated thereunder and the applicable rules and regulations of the FAA, in each case to the extent required to be given or obtained only after the particular regulatory status of, the Investor. (b) The execution and delivery date of this Agreement and Agreement, (C) the Rights Agreement Amendment does not, and the execution and delivery consent of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of ATSB to the transactions contemplated hereby by Article VII, which has been obtained and thereby will notis in full force and effect, (iD) in the case of the Closing for any Item of Equipment, receipt of the ATSB Lien Release with respect to such Item of Equipment, (E) the filing with the FAA of the FAA Filed Documents and the filing of UCC financing statements (and continuation statements with respect thereto) pursuant to the UCC relating to each Aircraft Transaction (other than with respect to the Items of Equipment) and (F) in the case of the Closing for any Owned Aircraft or Leased Aircraft, the entry of the Supplemental Order by the Bankruptcy Court, (ii) does not violate any provision of the Articles of Incorporation applicable Law or the Bylaws charter, bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; US Airways, (iiiii) conflict with, contravene will not violate or result in a breach default under any Postpetition agreement or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, Postpetition loan agreement, joint venture agreement, Regulatory Approval, contract agreement or any other agreement, Postpetition indebtedness agreement or instrument of indebtedness binding upon US Airways or obligation to which the Company its assets except where such default or any of its Subsidiaries is violation has not had a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; Material Adverse Effect and (iiiiv) does not and will not result in the creation or imposition of any Lien upon on any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse EffectUS Airways.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Required Regulatory Approvals set forth on Schedule 3.3and such other Regulatory Approvals as already have been obtained, no Regulatory Approval from, or registration, declarationdisclosure, notice declaration or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Significant Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements and the Company Documents and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and Except as set forth in Schedule 3.03(b) to the Rights Agreement Amendment does notInvestment Agreement, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein in the Transaction Agreements and therein Company Documents and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles Certificate of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material the Significant Subsidiaries; (ii) give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the Certificate of Incorporation or Bylaws or any agreement or instrument applicable to the Company or any of its Significant Subsidiaries; (iii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment acceleration or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Significant Subsidiaries under, or require any consent, waiver, provision of notice waiver or approval under, any note, bond, debt instrumentinstrument (including, without limitation, the Credit Agreement), indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries or any property of the Company or any of its Significant Subsidiaries is boundbound (other than in each case in connection with a "Change in Control," as such term is defined in the Credit Agreement, or a "Change of Control," as such term is defined in the Indenture, resulting from the appointment of members of the Board of Directors pursuant to Section D of Article VIII of the Senior Certificates of Designations or resulting from any action taken by the Investor or any of its Affiliates that is permitted under Section 6.01(b) of the Agreement); (iiiiv) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Significant Subsidiaries except pursuant to any Transaction Agreement; or (ivv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries Significant Subsidiaries. (c) [Except the Series B Shareholder Approval,]2 no consent or approval of the Company's stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the NYSE Rules, or otherwise, for the performance by the Company of the Transaction Agreements and the Company Documents and the consummation of the transactions contemplated thereby. (d) The consummation of the transactions contemplated by Section 2.02 of the Investment Agreement will not constitute a "Change of Control" or "Change in Control" (or similar concept) as such term (or concept) is defined in the Credit Agreement, the Indenture or any of their respective assets other material contract, agreement, indenture, mortgage, note, lease or properties of any Governmental Entity having jurisdiction over other instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which the properties of the Company or any such Subsidiary is subject (other than in connection with a "Change in Control," as such term is defined in the Credit Agreement, or a "Change of Control," as such term is defined in the Indenture, resulting from the appointment of additional members of the Board of Directors pursuant to Section D of Article VIII of the Senior Certificates of Designations or resulting from any action taken by the Investor or any of their respective assets or properties, except in its Affiliates that is permitted under Section 6.01(b) of the case of clause (iiAgreement), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect.

Consents; No Conflicts. (a) Except Schedule 3.3 hereto is a true and complete list of all Approvals of Governmental Authorities which are required to be obtained or made by the Purchaser or Newco for (i) the expiration execution, delivery and performance of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders this Agreement and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by this Agreement (the Registration Rights Agreement"Purchaser Governmental Approvals") and all Approvals of third parties that are not Governmental Authorities which are so required by the Purchaser or Newco that are material to the ability of the Purchaser or Newco to perform their obligations hereunder ("Purchaser Third Party Approvals", and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any together with Purchaser Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in "Purchaser Approvals"). Neither the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and by the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and Purchaser nor the consummation by the Purchaser and Newco of the transactions contemplated hereby and thereby hereby, will not, (ia) violate conflict with or result in a breach -23- 32 or violation of any provision of the Articles certificate of Incorporation or the Bylaws or the other organizational documents incorporation and by-laws of the Company Purchaser or the comparable governing instruments of any of its material SubsidiariesNewco; (iib) subject to the granting of the Purchaser Approvals, conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute result in a default (with or without notice or the passage loss of time) a benefit under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification permit the acceleration of any right or obligation under, or to a loss under any provision of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrumentagreement, indenture, mortgage, deed of trustlien, lease, loan agreement, joint venture agreement, Regulatory Approval, contract lease or any other agreement, instrument or obligation restriction of any kind to which the Company Purchaser or any of its Subsidiaries Newco is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any their assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreementis otherwise bound; or (ivc) subject to the granting of the Purchaser Approvals, violate any domestic or conflict with foreign, federal or state statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, policy, guideline or other requirement, including, without limitation, those of any Law or Order Governmental Authorities, those of any Self-Regulatory Organizations, and those related to the environment, health and employee safety, in each case applicable to the Company Purchaser or any of its Subsidiaries Newco or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective businesses, assets or properties, except except, with respect to each of clauses (b) and (c) of this Section 3.3, where the effect of such conflict, breach, violation, default, loss or acceleration, individually or in the case of clause (ii)aggregate, clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in materially impair the aggregate reasonably be expected ability of the Purchaser or Newco to have a Material Adverse Effectperform their obligations hereunder.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR ActNo notices, (ii) if necessaryreports or other filings with, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all nor are any consents, authorizationsapprovals, orders and approvals ofpermits, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, authorizations or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing registrations with, any Governmental Entity is Authority are required to be made or obtained by the Company or any of its Subsidiaries Seller in connection with the execution, delivery or performance by Seller of this Agreement, or to effect the transactions contemplated hereby, except for (i) the submission of the applications, filings or notices in connection with obtaining the Requisite Regulatory Approvals, (ii) such other consents, approvals, filings or registrations the failure of which to be obtained, individually or in the aggregate, would not and would not reasonably be expected to prevent, materially impair or materially delay Seller’s ability to consummate the transactions contemplated hereby and (iii) as otherwise required or necessary as a result of the identity of Purchaser and its respective Affiliates. As of the date hereof, Seller has no Knowledge of any fact, event, condition, development or circumstance that would reasonably be expected to prevent, materially delay or materially impair the receipt of any Requisite Regulatory Approvals or the consummation of the Merger and the transactions contemplated hereby. (b) Assuming that all consents, approvals, filings or registrations contemplated by Section 4.04(a) have been obtained, and all notices described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 6.03(a) and 6.09, the execution and delivery by Seller of this Agreement, and the performance of the Transaction Agreements this Agreement by Seller and the consummation of the Merger and the other transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; Seller, (ii) conflict withwith or violate any Law, contravene (iii) require any consent or other action by any Person under, result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event that with or without notice or the passage lapse of timetime or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancelation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification the loss of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries Seller is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval entitled under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation Material Contract to which the Company or any of its Subsidiaries Seller is a party or by which the Company Seller or any of its Subsidiaries properties or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; are bound or (iv) violate result (immediately or conflict with any Law notice or Order applicable to lapse of time or both) in the Company creation of a Lien on the property or any asset of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesSeller, except in the case of clause the foregoing clauses (ii), clause (iii) and clause (iv) for any such conflicts, violations, conflictsbreaches, defaultsdefaults or other occurrences that, creation of Liens and other matters which individually or in the aggregate, would not in the aggregate and would not reasonably be expected to have a Material Adverse Effectprevent, materially impair or materially delay Seller’s ability to consummate the transactions contemplated hereby.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, Assuming the consummation of the transactions contemplated by the Registration Rights AgreementClass F Preferred Stock Documents, the Sygnet Acquisition Documents and (iv) the Regulatory Approvals set forth on Schedule 3.3Sygnet PIK Preferred Stock Documents, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required all to be made or obtained consummated concurrently with the transactions contemplated hereby, neither the execution, delivery and performance by the Company or any of its Subsidiaries in connection with the of this Agreement and, upon its execution, delivery and performance of performance, the Transaction Related Agreements and to which it is a party nor the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (iia) conflict with, contravene or result in a breach or violation of of, any provision of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any organizational documents of the Company or its Subsidiaries is entitledSubsidiaries; (b) subject to obtaining the Consents set forth on Schedule 4.2, constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to a any right to put of termination, modification, cancellation, prepayment or to compel a tender offer for outstanding securities of the Company or acceleration, under (i) any of its Subsidiaries underLaw, or require any consent, waiver, provision of notice or approval under, (ii) any note, bond, debt instrumentmortgage, indenture, mortgage, deed of trust, lease, loan agreementagreement or other instrument, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to in each case which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to or binding upon the Company or any of its Subsidiaries or any of their respective assets (including, without limitation, the Financing Agreements); or properties (c) require any Consent on the part of the Company or any Governmental Entity having jurisdiction over of its Subsidiaries, other than those set forth on Schedule 4.2 or the approval of the Company's Board of Directors (which approval has been obtained), except in each case where such breach, violation, default, Lien, right, or the failure to obtain or give such Consent would not have a Material Adverse Effect on the Company or any of its Subsidiaries or any materially adversely affect the transactions contemplated hereby, its ability to perform its obligations under the Related Agreements or the operation of their respective assets the business of the Company and its Subsidiaries after the Closing Date substantially as such business of the Company and its Subsidiaries is being operated as of the Closing Date. To its knowledge, there is no fact relating to it or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which its Affiliates that would not in the aggregate be reasonably be expected to have a Material Adverse Effectprevent it from consummating the transactions contemplated hereby or performing its obligations under the Related Agreements.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, if applicable, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings filing and registrations, including the effectiveness of a registration statement and applicable "“Blue Sky" ” clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iviii) the Regulatory Approvals set forth on Schedule 3.3Section 3.3(a) of the Company Disclosure Schedule, and (iv) the filing of the Charter Amendment and the Certificate of Determination with the California Secretary of State, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries (including the Bank) in connection with the execution, delivery and performance of this Agreement and the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) filings which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, of the Investor. . (b) The Assuming the receipt of all Regulatory Approvals set forth on Section 3.3(b) of the Company Disclosure Schedule and the completion of all registrations, declarations, notices and filings referred to in Section 3.3(a) and Section 3.3(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement and the Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement Transaction Agreements will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material SubsidiariesSubsidiaries (including the Bank); (ii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect.10

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Required Regulatory Approvals set forth on Schedule 3.3Approvals, no Regulatory Approval from, or registration, declarationdisclosure, notice declaration or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Significant Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements and the Company Documents and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The Except as set forth on Schedule 3.03(b) hereto, the execution and delivery of each of this Agreement and the Registration Rights Agreement Amendment does not, and the execution and delivery of each of the Registration Rights Agreement Company Documents will not, and and, subject to the receipt of the Required Regulatory Approvals, the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles Certificate of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material the Significant Subsidiaries; (ii) give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the Certificate of Incorporation or Bylaws or any agreement or instrument applicable to the Company or any of its Significant Subsidiaries; (iii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment acceleration or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Significant Subsidiaries under, or require any consent, waiver, provision of notice waiver or approval under, any note, bond, debt instrumentinstrument (including, without limitation, the Credit Agreement), indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries or any property of the Company or any of its Significant Subsidiaries is boundbound (other than in each case in connection with a "Change in Control," as such term is defined in the Credit Agreement, or a "Change of Control," as such term is defined in the Indenture, resulting from the appointment of members of the Board of Directors pursuant to Section D of Article VIII of the Senior Certificates of Designations or resulting from any action taken by the Investor or any of its Affiliates that is permitted under Section 6.01(b) hereof); PROVIDED, HOWEVER, that the issuance of the Option Shares may be subject to a Restriction Event at the time the Company is obligated to issue the Option Shares; (iiiiv) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Significant Subsidiaries except pursuant to any Transaction Agreement; or (ivv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries Significant Subsidiaries. (c) Except for the Shareholder Approvals, no consent or approval of the Company's stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the rules and regulations of the NYSE (the "NYSE RULES"), or otherwise, for the execution, delivery and performance by the Company of the Transaction Agreements and the Company Documents and the consummation of the transactions contemplated thereby. (d) The execution and delivery of the Transaction Agreements and the consummation of transactions contemplated hereby and thereby will not constitute a "Change of Control" or "Change in Control" (or similar concept) as such term (or concept) is defined in the Credit Agreement, the Indenture or any of their respective assets other material contract, agreement, indenture, mortgage, note, lease or properties of any Governmental Entity having jurisdiction over other instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which the properties of the Company or any such Subsidiary is subject (other than in connection with a "Change in Control," as such term is defined in the Credit Agreement, or a "Change of Control," as such term is defined in the Indenture, resulting from the appointment of additional members of the Board of Directors pursuant to Section D of Article VIII of the Senior Certificates of Designations or resulting from any action taken by the Investor or any of their respective assets or properties, except in the case of clause (iiits Affiliates that is permitted under Section 6.01(b) hereof), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect.

Consents; No Conflicts. Assuming the representations and warranties in Article IV and Article V are true and correct, except (a) Except as otherwise set forth in Section 3.6 of the Company Disclosure Letter, (b) for the registration or filing with the Registrar of Companies of the Cayman Islands and the publication of notification of the Mergers in the Cayman Islands Government Gazette in accordance with the Cayman Act, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, (ic) the expiration expirations of waiting periods and the waiting period filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act, and (iid) if necessaryfor such other filings, notifications, notices, submissions, applications or consents the approval failure of which to be obtained or made would not, individually or in the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertibleaggregate, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required forhave, or in connection withreasonably be expected to have, the consummation of the transactions contemplated by the Registration Rights Agreementa Company Material Adverse Effect, and (iv) the Regulatory Approvals set forth on Schedule 3.3all filings, no Regulatory Approval fromnotifications, notices, submissions, applications, or registration, declaration, notice consents from or filing with, with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of the Company, have been or will be duly obtained or completed (as applicable) and therebyare or will be in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other Transaction Documents to which it is or will be a party by the Company does not, and the execution and delivery of consummation by the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation Company of the transactions contemplated hereby and thereby (including the Transactions) will not, assuming the representations and warranties in Article IV and Article V are true and correct, and except for the matters referred to in clauses (a) through (d) of the immediately preceding sentence, (i) violate result in, including with the passage of time, any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with under, require any consent or without notice or the passage of time) under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of any Group Company) or obligation cancellation under, or to a loss (A) any Governmental Order, (B) any provision of the Organizational Documents of any benefit to which Group Company, each as currently in effect, (C) any of the Company applicable Law, (D) any Material Contract or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiii) result in the creation or imposition of any Lien Encumbrance upon any assets or properties of the properties or assets of any Group Company other than any restrictions under federal or any of its Subsidiaries except pursuant to any Transaction state securities laws, this Agreement; or (iv) violate or conflict with any Law or Order applicable to , the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesCharter and Permitted Encumbrances, except in the case of sub-clauses (A), (C) and (D) of clause (i), and clause (ii), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which as would not in the aggregate have, or reasonably be expected to have have, a Company Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Required Regulatory Approvals set forth on Schedule 3.3Approvals, no material Regulatory Approval from, or material registration, declaration, notice declaration or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements and the Certificates of Designations and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of this Agreement and the Rights Agreement Amendment does notExcept as set forth on Schedule 2.3(b), and the execution and delivery of each of the Registration Rights Agreement will notTransaction Agreements does not and, and subject to the receipt of the Required Regulatory Approvals, the performance of the obligations set forth herein herein, therein and therein in the Certificates of Designations (including without limitation the payment of dividends and the redemption or repurchase of Preferred Stock in accordance therewith) and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles Certificate of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the Certificate of Incorporation or Bylaws of the Company or any agreement or instrument to which the Company is a party or by which the Company is bound; (iii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment acceleration or material modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice waiver or approval under, any material note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiiv) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries Subsidiaries, except pursuant to any Transaction Agreementfor such Liens the imposition of which, individually and in the aggregate, would not have a Material Adverse Effect; or (ivv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesSubsidiaries, except for such violations which, individually and in the case of clause (ii)aggregate, clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect. (c) Other than the Shareholder Approval, no consent or approval of the Company's stockholders is required by Law, the Company's Certificate of Incorporation or Bylaws, the rules (the "NASD Rules") of the National Association of Securities Dealers, Inc. (the "NASD") relating to the quotation of the Common Stock on Nasdaq, or otherwise, for the execution, delivery and performance by the Company of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Required Regulatory Approvals set forth on Schedule 3.3Approvals, no Regulatory Approval from, or registration, declarationdisclosure, notice declaration or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Significant Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements and the Company Documents and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The Except as set forth on Schedule 3.03(b) hereto, the execution and delivery of each of this Agreement and the Registration Rights Agreement Amendment does not, and the execution and delivery of each of the Registration Rights Agreement Company Documents will not, and and, subject to the receipt of the Required Regulatory Approvals, the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles Certificate of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material the Significant Subsidiaries; (ii) give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the Certificate of Incorporation or Bylaws or any agreement or instrument applicable to the Company or any of its Significant Subsidiaries; (iii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment acceleration or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Significant Subsidiaries under, or require any consent, waiver, provision of notice waiver or approval under, any note, bond, debt instrumentinstrument (including, without limitation, the Credit Agreement), indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries or any property of the Company or any of its Significant Subsidiaries is boundbound (other than in each case in connection with a "Change in Control," as such term is defined in the Credit Agreement, or a "Change of Control," as such term is defined in the Indenture, resulting from the appointment of members of the Board of Directors pursuant to Section D of Article VIII of the Senior Certificates of Designations or resulting from any action taken by the Investor or any of its Affiliates that is permitted under Section 6.01(b) hereof); provided, however, that the issuance of the Option Shares may be subject to a Restriction Event at the time the Company is obligated to issue the Option Shares; (iiiiv) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Significant Subsidiaries except pursuant to any Transaction Agreement; or (ivv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries Significant Subsidiaries. (c) Except for the Shareholder Approvals, no consent or approval of the Company's stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the rules and regulations of the NYSE (the "NYSE Rules"), or otherwise, for the execution, delivery and performance by the Company of the Transaction Agreements and the Company Documents and the consummation of the transactions contemplated thereby. (d) The execution and delivery of the Transaction Agreements and the consummation of transactions contemplated hereby and thereby will not constitute a "Change of Control" or "Change in Control" (or similar concept) as such term (or concept) is defined in the Credit Agreement, the Indenture or any of their respective assets other material contract, agreement, indenture, mortgage, note, lease or properties of any Governmental Entity having jurisdiction over other instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which the properties of the Company or any such Subsidiary is subject (other than in connection with a "Change in Control," as such term is defined in the Credit Agreement, or a "Change of Control," as such term is defined in the Indenture, resulting from the appointment of additional members of the Board of Directors pursuant to Section D of Article VIII of the Senior Certificates of Designations or resulting from any action taken by the Investor or any of their respective assets or properties, except in the case of clause (iiits Affiliates that is permitted under Section 6.01(b) hereof), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Required Regulatory Approvals set forth on Schedule 3.3Approvals, no Regulatory Approval from, or registration, declarationdisclosure, notice declaration or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Significant Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements and the Company Documents and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The Except as set forth on Schedule 3.03(b) hereto, the execution and delivery of each of this Agreement and the Registration Rights Agreement Amendment does not, and the execution and delivery of each of the Registration Rights Escrow Agreement and the Company Documents will not, and and, subject to the receipt of the Required Regulatory Approvals, the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles Certificate of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material the Significant Subsidiaries; (ii) give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the Certificate of Incorporation or Bylaws or any agreement or instrument applicable to the Company or any of its Significant Subsidiaries; (iii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment acceleration or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Significant Subsidiaries under, or require any consent, waiver, provision of notice waiver or approval under, any note, bond, debt instrumentinstrument (including, without limitation, the Credit Agreement), indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries or any property of the Company or any of its Significant Subsidiaries is boundbound (other than in each case in connection with a "Change in Control," as such term is defined in the Credit Agreement, or a "Change of Control," as such term is defined in the Indenture, resulting from the appointment of members of the Board of Directors pursuant to Section D of Article VIII of the Senior Certificates of Designations or resulting from any action taken by the Investor or any of its Affiliates that is permitted under Section 6.01(b) hereof); (iiiiv) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Significant Subsidiaries except pursuant to any Transaction Agreement; or (ivv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries Significant Subsidiaries. (c) Except the Shareholder Approval, no consent or approval of the Company's stockholders is required by Law, the Certificate of Incorporation, the Bylaws, the rules and regulations of the NYSE (the "NYSE Rules"), or otherwise, for the execution, delivery and performance by the Company of the Transaction Agreements and the Company Documents and the consummation of the transactions contemplated thereby. (d) The execution and delivery of the Transaction Agreements and the consummation of transactions contemplated hereby and thereby will not constitute a "Change of Control" or "Change in Control" (or similar concept) as such term (or concept) is defined in the Credit Agreement, the Indenture or any of their respective assets other material contract, agreement, indenture, mortgage, note, lease or properties of any Governmental Entity having jurisdiction over other instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which the properties of the Company or any such Subsidiary is subject (other than in connection with a "Change in Control," as such term is defined in the Credit Agreement, or a "Change of Control," as such term is defined in the Indenture, resulting from the appointment of additional members of the Board of Directors pursuant to Section D of Article VIII of the Senior Certificates of Designations or resulting from any action taken by the Investor or any of their respective assets or properties, except in the case of clause (iiits Affiliates that is permitted under Section 6.01(b) hereof), clause (iii) and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) Assuming the expiration of the waiting period under the HSR Actrepresentations and warranties in Article IV are true and correct, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights Agreement, and (iv) the Regulatory Approvals set forth on Schedule 3.3, no Regulatory Approval from, or registration, declaration, notice or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the other Transaction Agreements Documents to which it is or will be a party by an Acquisition Entity does not, and the consummation by the Acquisition Entities of the Transactions will not, require any filings by any Acquisition Entity under the HSR Act or the obtainment by an Acquisition Entity of any required pre-Closing approvals or clearances under any other applicable Laws. Except (a) (i) the Company Merger Sub Shareholder's Approval, (ii) the adoption of a resolution by written consent of the sole shareholder of PubCo approving this Agreement and the other Transaction Documents and approving the Mergers and other and the other Transactions and adopting the PubCo A&R Charter effective as of the SPAC Merger Effective Time (the “PubCo Shareholder’s Approval”) and (iii) for the registration or filing with the Registrar of Companies of the Cayman Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions and (b) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not be materially adverse to the ability of the Acquisition Entities to consummate the Transactions, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of each Acquisition Entity, have been or will be duly obtained or completed (as applicable) and therebyare or will be in full force and effect. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other Transaction Documents to which an Acquisition Entity is or will be a party by each Acquisition Entity does not, and the execution and delivery consummation by such Acquisition Entity of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation of the transactions contemplated hereby and thereby Transactions will not, (i) violate result in any provision of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of such Acquisition Entity) or obligation cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of such Acquisition Entity, (C) any applicable Laws, or to a loss of (D) any benefit Contract to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries such Acquisition Entity is a party or by which the Company its assets are bound, or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiii) result in the creation or imposition of any Lien Encumbrance upon any assets or properties of the Company properties or assets of such Acquisition Entity other than any restrictions under federal or state securities Laws, this Agreement or the Organizational Documents of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiessuch Acquisition Entity, except in the case of sub-clauses (A), (C), and (D) of clause (i) above or clause (ii)) above, clause (iii) as has not had, and clause (iv) for such violations, conflicts, defaults, creation of Liens and other matters which would not in the aggregate reasonably be expected to have a Material Adverse Effectbe, individually or in the aggregate, materially adverse to the ability of any Acquisition Entity to consummate the Transactions.

Consents; No Conflicts. Assuming the representations and warranties in Article III are true and correct, except (a) Except as otherwise set forth in the CGAC Disclosure Letter, (b) for the CGAC Shareholders’ Approval, (ic) for the expiration registration or filing with the Registrar of Companies of the waiting period under the HSR Act, (ii) if necessaryCayman Islands, the approval of SEC or applicable state blue sky or other securities laws filings with respect to the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, or in connection with, the consummation of the transactions contemplated by the Registration Rights AgreementTransactions, and (ivd) the Regulatory Approvals set forth on Schedule 3.3for such other filings, no Regulatory Approval fromnotifications, notices, submissions, applications, or registrationconsents the failure of which to be obtained or made would not have a CGAC Material Adverse Effect, declarationall filings, notice notifications, notices, submissions, applications, or filing with, consents from or with any Governmental Entity is required to be made or obtained by the Company Authority or any of its Subsidiaries other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Agreements Documents, and the consummation of the transactions contemplated hereby Transactions, in each case on the part of CGAC, have been duly obtained or completed (as applicable) and therebyare in full force and effect as of the date of this Agreement. The execution, except for such Regulatory Approvals, registrations, declarations, notices delivery and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery performance of this Agreement and the Rights Agreement Amendment other Transaction Documents to which it is or will be a party by CGAC does not, and the execution and delivery of the Registration Rights Agreement will not, and the performance of the obligations set forth herein and therein and the consummation by CGAC of the transactions contemplated hereby and thereby will not, not (iassuming compliance with the matters referred to in clauses (a) violate any provision through (d) of the Articles of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of immediately preceding sentence) result in any of its material Subsidiaries; (ii) violation of, be in conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, require any consent under, or result in or give rise to a right any Person rights of termination, cancellationamendment, acceleration, amendment or modification acceleration (including acceleration of any right obligation of CGAC) or obligation cancellation under, or to a loss of (A) any benefit to which Governmental Order, (B) any provision of the Company or its Subsidiaries is entitledOrganizational Documents of CGAC, each as currently in effect, (C) any applicable Law, or give rise to a right to put (D) any CGAC Material Contract, other than any restrictions under federal or to compel a tender offer for outstanding state securities laws, this Agreement or the CGAC Articles of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iii) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction Agreement; or (iv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesAssociation, except in the case of clause sub- clauses (iiA), clause (iii) B), and clause (iv) for such violationsD), conflicts, defaults, creation of Liens and other matters which as would not in the aggregate reasonably be expected to have a CGAC Material Adverse Effect.

Consents; No Conflicts. (a) Except for (i) the expiration Required Regulatory Approvals and Regulatory Approvals the failure of the waiting period under the HSR Act, (ii) if necessary, the approval of the NYSE required for listing of the Common Stock into which the Series A Convertible Preferred Stock is convertible, (iii) all consents, authorizations, orders and approvals of, and all filings and registrations, including the effectiveness of a registration statement and applicable "Blue Sky" clearance and, in each case required for, to be made or in connection with, obtained would not prevent or materially delay the consummation of the transactions contemplated by the Registration Rights AgreementTransaction Agreements, the Certificates of Designations and (iv) the Regulatory Approvals set forth on Schedule 3.3Warrants or have a Material 13 19 Adverse Effect, no Regulatory Approval from, or registration, declaration, notice declaration or filing with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of the Transaction Agreements Agreements, the Certificates of Designations and the Warrants and the consummation of the transactions contemplated hereby and thereby, except for such Regulatory Approvals, registrations, declarations, notices and filings, (A) the failures of which to be made or obtained, would not in the aggregate reasonably be expected to have a Material Adverse Effect, or (B) which are applicable by reason of any facts specifically relating to, or the particular regulatory status of, the Investor. (b) The execution and delivery of each of this Agreement and the Registration Rights Agreement Amendment does not, and the execution and delivery of the Registration Rights Agreement Warrants will not, and and, subject to the receipt of the Required Regulatory Approvals, the performance of the obligations set forth herein herein, therein and therein in the Certificates of Designations and the consummation of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles Certificate of Incorporation or the Bylaws or the other organizational documents of the Company or the comparable governing instruments of any of its material Subsidiaries; (ii) give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of the Certificate of Incorporation or Bylaws of the Company or any agreement or instrument applicable to the Company; (iii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration, amendment acceleration or modification of any right or obligation under, or to a loss of any benefit to which any of the Company or its Subsidiaries is entitled, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its Subsidiaries under, or require any consent, waiver, provision of notice waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, Regulatory Approval, contract or any other agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries is bound; (iiiiv) result in the creation or imposition of any Lien upon any assets or properties of the Company or any of its Subsidiaries except pursuant to any Transaction AgreementSubsidiaries; or (ivv) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or any of their respective assets or properties of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their respective assets or propertiesSubsidiaries, except other than in the case of clause (ii), clause clauses (iii) and clause through (ivv) for above, such violations, conflicts, defaults, creation of Liens and other matters which exceptions as would not have, individually or in the aggregate reasonably be expected to have aggregate, a Material Adverse Effect. (c) Other than the Shareholder Approval, no consent or approval of the Company's stockholders is required by Law, the Company's Certificate of Incorporation or Bylaws, the rules (the "NASD Rules") of the National Association of Securities Dealers, Inc. (the "NASD") relating to the quotation of the Common Stock on Nasdaq, or otherwise, for the execution, delivery and performance by the Company of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby.