Common use of Corporate Authority; Approval Clause in Contracts

Corporate Authority; Approval. Parent and each of the Merger Subs have all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a party, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs. This Agreement has been duly executed and delivered by Parent and the Merger Subs and constitutes a valid and binding agreement of Parent and the Merger Subs, enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

Corporate Authority; Approval. Parent Parent, Holdco and each of the Merger Subs have all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a party, subject to obtaining (a) the approval of the issuance of Parent Holdco Common Stock comprising the Wax Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of Holdco and the Merger Subs. This Agreement has been duly executed and delivered by Parent Parent, Holdco and the Merger Subs and constitutes a valid and binding agreement of Parent Parent, Holdco and the Merger Subs, enforceable against each of Parent Parent, Holdco and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent Parent, Holdco and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent Parent, Holdco or the applicable Merger Sub, as applicable, enforceable against Parent Parent, Holdco or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Holdco Common Stock comprising the Wax Merger Consideration and the Delta Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and no stockholder of Parent or Holdco will have any preemptive right of subscription or purchase in respect thereof. As of the date of this AgreementExecution Date, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval. The representations and warranties set forth in this Section 4.03 shall apply with respect to the Amended and Restated Agreement and are made as of the Execution Date.

Corporate Authority; Approval. (i) Each of Parent and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement and to consummate the Transactions to which it is or is contemplated to be a partyMerger, subject only to obtaining (aA) the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which will occur promptly following the execution of this Agreement) and (B) the approval of this Agreement and the transactions contemplated hereby, including the issuance of Parent Common Stock comprising Shares in connection with the Merger Consideration (the “Stock Issuance”) Merger, by the holders of a majority of the shares of outstanding Parent Common Stock represented in person or by proxy Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (the “Requisite Parent Requisite Vote”) ). The Requisite Parent Vote is the only vote of the holders of capital stock of Parent or Merger Sub that is necessary under applicable Law, NYSE rules, and (b) Parent’s Third Amended Articles of Incorporation and Regulations to approve the approval contemplated by Section 5.17 issuance of this Agreement Parent Shares in the case of the Merger SubsMerger. This Agreement has been duly executed and delivered by Parent and constitutes the Merger Subs and constitutes a valid and binding agreement of Parent and the Merger Subs, Sub enforceable against each of Parent and the Merger Subs Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each . (ii) The board of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors directors of Parent has (x) (iA) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) the Merger and the issuance of Parent Shares in the Merger upon the terms and subject to Section 5.03the conditions set forth in this Agreement, and resolved to recommend the Stock Issuance to that the holders of shares Parent Shares vote in favor of the issuance of Parent Common Stock Shares required to be issued pursuant to Article IV (the “Parent Recommendation”), and (vB) directed that the Stock Issuance such matter be submitted to the holders of shares of Parent Common Stock Shares for their approval, and (C) received the opinion of Parent’s financial advisor, Moelis & Company LLC, to the effect that, subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion, as of the date of such opinion, the Exchange Ratio pursuant to this Agreement is fair from a financial point of view to Parent. A copy of the signed written opinion of Moelis & Company LLC rendered to the board of directors of Parent will promptly be delivered to the Company, solely for informational purposes, following receipt thereof by Parent.

Corporate Authority; Approval. Parent and each of the Merger Subs have (a) The Company has all requisite corporate power and authority and each has taken all corporate action necessary in order to executeexecute and deliver this Agreement, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyhereunder, and, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for outstanding Shares entitled to vote on such purpose matter (the “Parent Requisite Stockholder Vote”), the filing of the Articles of Merger pursuant to Section 1.3, the filing of the Certificate of Notice pursuant to Section 5.17(a) and (b) the approval contemplated by Section 5.17 of this Agreement in the case filing of the Articles Supplementary with respect to the Series A Preferred Stock, to consummate the Merger Subsand the other Transactions. With respect to the Company, the Requisite Stockholder Vote is the only vote of holders of capital stock (or securities or other rights of any kind convertible or exchangeable into capital stock) of the Company required to approve the Merger, including the amendment of the Charter to be effected as part of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Parent and the Merger Subs and Sub, constitutes a valid and binding agreement of Parent and the Merger Subs, Company enforceable against each of Parent and the Merger Subs Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. Upon ”). (b) The Company Board, at a duly held meeting, has approved resolutions that (i) authorized the execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, (ii) declared the Board of Directors of Parent has Merger and the other Transactions (xother than the Preferred Stock Offering, which will be authorized in accordance with Section 5.19) (i) unanimously determined that the Transactions are fair toadvisable, and in the best interests of, Parent and its stockholders, (ii) approved of the Mergers Company and the other TransactionsStockholders, including and in accordance with the Stock IssuanceMGCL, (iii) approved and declared advisable this Agreement directed that the Merger be submitted for consideration by the Stockholders and (iv) subject to Section 5.035.4(d), resolved to recommend that the Stock Issuance to Stockholders approve the holders Merger in accordance with the terms of shares of Parent Common Stock this Agreement (collectively, the “Parent Company Recommendation”). Such resolutions remain in full force and effect and have not been subsequently rescinded, and (v) directed that amended or withdrawn as of the Stock Issuance be submitted to the holders date of shares of Parent Common Stock for their approvalthis Agreement.

Corporate Authority; Approval. Parent and each of the Merger Subs have (a) The Company has all requisite corporate power and authority and each has taken all corporate action necessary in order for it to executeexecute and deliver this Agreement, deliver the Parent Voting Agreement and the Company Voting Agreement, and to perform its obligations under this Agreement, the Transaction Documents to which it is or is contemplated to be a party Parent Voting Agreement and the Company Voting Agreement, and to consummate the Transactions to which it is or is Merger and the other transactions contemplated to be a party, subject to obtaining (a) hereby and thereby; provided that the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case consummation of the Merger Subsis subject to the receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and the Merger Subs and Sub, constitutes a valid and binding agreement of Parent and the Merger Subs, Company enforceable against each of Parent and the Merger Subs Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. Upon execution ”). (b) The Company Board has unanimously (and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent Independent Director has (xseparately) (i) unanimously determined that the Transactions are it is fair to, to and in the best interests ofof the Company and the holders (other than the Company Significant Stockholders) of Company Shares for the Company to enter into this Agreement and declared this Agreement and the transactions contemplated by this Agreement, Parent and its stockholdersincluding the Merger, advisable, (ii) approved the Mergers and adopted this Agreement and the other Transactionstransactions contemplated by this Agreement, including the Stock IssuanceMerger, (iii) approved and declared advisable directed that this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to holders of Company Shares for their approval and adoption by written consent, and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the that holders of shares of Parent Common Stock Company Shares act by written consent to provide the Company Stockholder Approval (the “Parent Company Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

Corporate Authority; Approval. Parent and each of the Merger Subs have Such Party has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement and to consummate the Transactions, and the execution and delivery of this Agreement and the consummation of the Transactions to which it is or is contemplated to be a partyby such Party have been duly authorized by all necessary corporate action on the part of such Party, in each case subject to obtaining only to, in the case of Entegris (a) the approval of the issuance of Parent shares of Entegris Common Stock comprising the Merger Consideration pursuant to this Agreement (the “Stock Share Issuance”) by the holders of shares of Entegris Common Stock representing a majority of votes properly cast on the Share Issuance at a meeting of Entegris stockholders duly called and held for such purpose, (b) adoption of this Agreement by the holders of a majority of the outstanding shares of Parent Entegris Common Stock represented in person or by proxy entitled to vote on such matter at a meeting of Entegris stockholders duly called and held for such purpose (the approval and adoption in clauses (a) and (b), together, the “Requisite Entegris Vote”) and (c) adoption of the Charter Amendment by the holders of a majority of the outstanding shares of Entegris Common Stock entitled to vote on such matter at a meeting of Entegris stockholders duly called and held for such purpose (the “Parent Requisite Entegris Charter Vote”) ), and (b) the approval contemplated by Section 5.17 of this Agreement in the case of Versum, adoption of this Agreement by the Merger Subsholders of a majority of the outstanding shares of Versum Common Stock entitled to vote on such matter at a meeting of Versum stockholders duly called and held for such purpose (the “Requisite Versum Vote”). This Agreement has been duly executed and delivered by Parent and the Merger Subs such Party and constitutes a valid and binding agreement of Parent and the Merger Subs, such Party enforceable against each of Parent and the Merger Subs such Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

Corporate Authority; Approval. Parent (a) Each of Parent, Holdco and each of the Merger Subs have has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement and to consummate the Transactions to which it is or is contemplated to be a partyTransactions, subject only to obtaining (a) the approval affirmative vote or written consent of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority in voting power of the outstanding shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for entitled to vote on such purpose matter adopting this Agreement (the “Requisite Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case ). The delivery of the Merger SubsParent Written Consent will satisfy the Requisite Parent Vote. This Agreement has been duly executed and delivered by Parent each of Parent, Holdco and the Merger Subs and constitutes a valid and binding agreement of Parent Parent, Holdco and the Merger Subs, enforceable against each of Parent Parent, Holdco and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by . (b) Prior to the Duke Effective Time, Parent and each Holdco will have taken all necessary action to permit it to issue the number of the Merger Subs shares of each other Transaction Document to which it is or is contemplated Holdco Common Stock required to be a party, each other Transaction Document issued by it pursuant to which it is or is contemplated to be a party will constitute a valid and binding agreement Article III of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exceptionthis Agreement. The shares of Parent Holdco Common Stock comprising the Merger Consideration have been duly authorized andStock, when issued pursuant to this Agreementissued, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of The shares of Parent Holdco Class A Common Stock (the “Parent Recommendation”other than any shares of Holdco Class A Common Stock to be issued to any Fxxxxxxx Entities or any of their Affiliates), when issued, will be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state securities or “blue sky” Laws. (vc) directed that the Stock Issuance be submitted The Parent Board has not adopted or approved a resolution pursuant to the holders of shares of Parent Common Stock for their approval92A.380(1)(d) or NRS 92A.390(1) granting dissenters’ rights to any stockholder.

Corporate Authority; Approval. Parent and each of the Merger Subs have (i) The Company has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement and to consummate the Transactions to which it is or is contemplated to be a partyMerger, subject only to obtaining (a) the approval adoption of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) this Agreement by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy outstanding Company Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Parent Requisite Company Vote”) and (b) ). The Requisite Company Vote is the approval contemplated by Section 5.17 of this Agreement in the case only vote of the Merger Subsholders of capital stock of the Company that is necessary under applicable Law, NYSE rules, and the Company’s certificate of incorporation and bylaws to adopt, approve and authorize this Agreement. This Agreement has been duly executed and delivered by Parent and the Merger Subs Company and constitutes a valid and binding agreement of Parent and the Merger Subs, Company enforceable against each of Parent and the Merger Subs Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. ”). (ii) The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Company Board of Directors of Parent has (x) (iA) unanimously determined that the Transactions are fair to, approved this Agreement and declared advisable and in the best interests of, Parent and interest of its stockholders, (ii) approved the Mergers acquisition of the Company by Parent by means of the merger of Merger Sub with and into the other TransactionsCompany, including with the Stock IssuanceCompany being the surviving entity, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance adoption of this Agreement to the holders of shares of Parent Common Stock Company Shares (the “Parent Company Recommendation”), and (vB) directed that the Stock Issuance this Agreement be submitted to the holders of shares of Parent Common Stock Company Shares for their approvaladoption, and (C) received the respective opinions of each of its financial advisors, Credit Suisse Securities (USA) LLC and Evercore Group L.L.C., to the effect that, based upon and subject to the assumptions, limitations, qualifications and other matters considered in connection with the preparation of their respective opinions, the Merger Consideration to be received by the holders of Company Shares (other than Excluded Shares) in the Merger is, as of the date of such opinions, fair, from a financial point of view, to such holders. A copy of the written opinions of Credit Suisse Securities (USA) LLC and Evercore Group L.L.C. rendered to the Company Board will promptly be delivered to Parent, solely for informational purposes, following receipt thereof by the Company. The Company Board has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the Transactions in the manner contemplated hereby.

Corporate Authority; Approval. Parent and each of the Merger Subs have (a) Aphria has all requisite corporate power and authority to enter into and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under (i) this Agreement and, subject to the Transaction Documents to which it is or is contemplated to be a party and passing of the Arrangement Resolution at the Aphria Meeting, to consummate the Transactions to which it is or is Arrangement and the other transactions contemplated to be a party, hereby and (ii) the Aphria Support Agreement. The execution and delivery of this Agreement by Aphria and the consummation by Aphria of the Arrangement and of the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Aphria (subject to obtaining (a) the Regulatory Approvals, the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) Arrangement Resolution by the holders of a majority of Aphria Shareholders, the shares of Parent Common Stock represented in person or by proxy at a meeting duly called Interim Order and held for such purpose (the “Parent Requisite Vote”) and Final Order). (b) The Aphria Board has unanimously (i) determined that this Agreement, the approval Arrangement and the other transactions contemplated by Section 5.17 this Agreement are in the best interests of Aphria, (ii) after consultation with its legal advisors and the financial advisors, determined that the Consideration to be received by the Aphria Shareholders pursuant to the Arrangement and this Agreement is fair, from a financial point of view, to such Aphria Shareholders; (iii) authorized the execution and delivery of this Agreement in and the case performance of its obligations hereunder, (iv) authorized the execution and delivery of the Merger SubsAphria Support Agreement and the performance of its obligations thereunder, (v) resolved to recommend that the Aphria Shareholders vote in favour of the Arrangement Resolution; and (vi) resolved to make the Aphria Board Recommendation. Except in connection with an Aphria Change in Recommendation in accordance with Section 7.2(1)(c)(i) of this Agreement, such resolutions of the Aphria Board have not been rescinded, modified or withdrawn in any way. (c) This Agreement has been duly executed and delivered by Parent Aphria and, assuming the due execution and delivery of this Agreement by Tilray, constitutes the Merger Subs and constitutes a legal, valid and binding agreement obligation of Parent and the Merger SubsAphria, enforceable against each of Parent and the Merger Subs Aphria in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that Laws of general application relating to bankruptcy, insolvency and the Transactions are fair to, relief of debtors and in the best interests of, Parent and its stockholders, (ii) approved the Mergers rules of Law governing specific performance, injunctive relief and the other Transactions, including the Stock Issuance, equitable remedies (iiicollectively (i) approved and declared advisable this Agreement and (iv) subject to Section 5.03ii), resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent RecommendationEnforceability Exceptions”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

Corporate Authority; Approval. (a) No vote of holders of capital stock of Parent is necessary to approve this Agreement and the Transactions. Each of Parent and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement and to consummate the Transactions to which it is or is contemplated to be a partyTransactions, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 adoption of this Agreement in by Parent as the case sole shareholder of the Merger SubsSub. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the Merger Subs due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of Parent and the Merger SubsSub, enforceable against each of Parent and the Merger Subs Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution . (b) The Parent Board, at a meeting duly called and delivery by held in compliance with the requirements of the General Corporation Law of the State of Delaware and Parent’s Organizational Documents, has (i) determined that this Agreement and the Transactions are advisable and are fair to and in the best interests of Parent and each of its stockholder and (ii) approved this Agreement and the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid Transactions on the terms and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy conditions set forth in this Agreement. The Merger Sub Board, at a meeting duly called and Equity Exceptionheld in compliance with the requirements of the ICL and Merger Sub’s Organizational Documents, has unanimously (A) determined that this Agreement and the Transactions are advisable to and in the best interests of Merger Sub and its shareholder, respectively, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of Merger Sub to its creditors and (B) approved this Agreement and the Transactions on the terms and subject to the conditions set forth in this Agreement. (c) Prior to the Effective Time, Parent will have taken all necessary action to permit it to issue the number of shares of Parent Common Stock required to be issued by it pursuant to Article III of this Agreement. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized andStock, when issued pursuant to this Agreementissued, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of The shares of Parent Common Stock (Stock, when issued, will be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state securities or “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalblue sky” Laws.

Corporate Authority; Approval. Parent and each of the Merger Subs have (a) The Company has all requisite corporate limited liability company power and authority and each has taken all corporate limited liability company or other action necessary in order to execute, deliver and perform its obligations under this Agreement and the applicable Transaction Documents and to consummate the Transactions, and the execution and delivery of this Agreement and the applicable Transaction Documents and the consummation of the Transactions by the Company have been duly authorized by all necessary shareholder, limited liability company or entity action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the valid execution and delivery of this Agreement by each other Party, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Prior to the Closing, each of the Company’s Affiliates and the SiC Entities will have all requisite limited liability company or entity power and authority and have taken all limited liability company, entity or other action necessary in order to execute, deliver and perform its obligations under the Transaction Documents which they are party to, and the performance of such Transaction Documents and the consummation of such Transactions by such Affiliates and SiC Entities will have been duly authorized by all necessary shareholder, limited liability company or entity action with respect to which it is or is contemplated to be a party such Affiliates and to consummate the Transactions to which it is or is contemplated to be a party, subject to obtaining SiC Entities. (ac) the approval of the issuance of Parent Common Stock comprising the Merger Consideration The applicable Transaction Documents (the “Stock Issuance”other than this Agreement) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs. This Agreement has been when duly executed and delivered by Parent Coherent, the Company or the Company’s Affiliates party thereto and, assuming the valid execution and the Merger Subs and constitutes delivery of this Agreement by each other party thereto, will constitute a valid and binding agreement of Parent and Coherent, the Merger SubsCompany or such Affiliate of the Company, enforceable against each of Parent and the Merger Subs such Person in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

Corporate Authority; Approval. Each of Parent and each of the Merger Subs have Sub has all requisite necessary corporate power and authority to execute and each has taken all corporate action necessary in order deliver this Agreement and to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party hereunder and to consummate the Transactions to which it is or is transactions contemplated to be a party, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called hereby. The execution and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated. The Board of Directors of each of Parent and Merger Sub has determined, as of the date of this Agreement, that, as applicable, it is advisable and in the case best interest of Parent's and Merger Sub's shareholders for Parent and Merger Sub, as applicable, to enter into this Agreement and for Parent and Merger Sub to consummate the Merger Subsupon the terms and subject to the conditions of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the Merger Subs and constitutes a valid and binding agreement of Parent and the Merger Subsdue authorization, enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be Company constitutes a partylegal, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement obligation of Parent or the applicable and Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, except that enforcement hereof may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the Bankruptcy and Equity Exceptioneffect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Prior to the Effective Time, Parent will have taken all necessary action to permit it to issue the number of shares of Parent Common Stock required to be issued pursuant to Article IV. The shares of Parent Common Stock comprising the Merger Consideration to be issued pursuant to Article IV have been duly authorized and, when issued pursuant to this Agreementissued, will be validly issued, fully paid and nonassessable, and no stockholder shareholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

Corporate Authority; Approval. (a) Each of Parent and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to executeexecute and deliver this Agreement, deliver the Company Voting Agreement and the Parent Voting Agreement, as applicable, and to perform its obligations under this Agreement, the Transaction Documents to which it is or is contemplated to be a party Company Voting Agreement and the Parent Voting Agreement, as applicable, and to consummate the Transactions to which it Merger and the other transactions contemplated hereby and thereby; provided that (i) the consummation of the Merger is or is contemplated to be a party, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 adoption of this Agreement in by Parent as the case sole stockholder of Merger Sub (which shall occur by written consent promptly following execution of this Agreement), (ii) the Parent Share Issuance is subject to receipt of the Parent Stockholder Approval and (iii) the consummation of the Merger Subsis subject to receipt of the Parent Majority of the Minority Stockholder Approval as provided in this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the Merger Subs due authorization, execution and delivery of this Agreement by the Company, constitutes a valid and binding agreement of Parent and the Merger SubsSub, enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when Shares to be issued pursuant to this Agreementthe Merger in accordance with Section 4.1 will, will when issued, be duly authorized, validly issued, fully paid and nonassessablenonassessable and free and clear of any Liens (including any preemptive rights). (b) The Parent Board has duly established the Special Committee and has vested in it the power and authority of the Parent Board to review, and no stockholder evaluate, recommend or not recommend any proposed combination of Parent will have and the Company, and, if deemed appropriate by the Special Committee, negotiate the terms of any preemptive right such combination and recommend a definitive agreement reflecting the terms of subscription or purchase in respect thereofsuch combination and the transactions contemplated thereby for adoption and approval by the Parent Board. As of the date of this Agreement, the Board of Directors of Parent The Special Committee has unanimously (xa) (i) unanimously determined that the Transactions are it is fair to, to and in the best interests of, of Parent and its stockholdersthe holders of Parent Shares, other than the Parent Significant Stockholders and any of their respective Affiliates and the directors and executive officers of Parent or the Company, for Parent to enter into this Agreement and declared this Agreement, and the transactions contemplated by this Agreement, advisable, and (b) adopted the Special Committee Recommendation. The Parent Board, acting upon the Special Committee Recommendation, has (i) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger and the Parent Share Issuance, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that (x) the Stock Parent Share Issuance be submitted to the holders of shares Parent Shares for approval by such holders and (y) this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the holders of Parent Common Stock Shares (excluding Parent Significant Stockholders and any of their respective Affiliates and the directors and executive officers of Parent or the Company) for their approvalapproval by such holders and (iv) adopted the Parent Recommendation. The Special Committee has (i) received an oral opinion (to be confirmed by the delivery of a written opinion) of Barclays Capital Inc., the Special Committee’s financial advisor (the “Special Committee Financial Advisor”), to the effect that the Exchange Ratio is fair, from a financial point of view, to Parent as of the date of such opinion and subject to the limitations, qualifications and assumptions set forth in such written opinion. A copy of such written opinion shall be delivered to the Company solely for informational purposes promptly following the execution of this Agreement.

Corporate Authority; Approval. Parent and each of the Merger Subs have (a) Tilray has all requisite corporate power and authority to enter into and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and, subject to the Transaction Documents to which it is or is contemplated to be a party and receipt of Tilray Shareholder Approval, to consummate the Transactions to which it is or is Arrangement and the other transactions contemplated to be a party, hereby. The execution and delivery of this Agreement by Tilray and the consummation by Tilray of the Arrangement and of the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Tilray (subject to obtaining (a) the approval of Regulatory Approvals, the issuance of Parent Common Stock comprising Tilray Shareholder Approval, the Merger Consideration (Interim Order and the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and Final Order). (b) The Tilray Board has unanimously (i) determined that this Agreement, the approval Arrangement and the other transactions contemplated by this Agreement are in the best interests of, and are advisable to, Tilray and the Tilray Shareholders, (ii) after consultation with its legal advisors and the financial advisors, determined that the Exchange Ratio is fair, from a financial point of view, to Tilray; (iii) approved and declared advisable this Agreement, the Arrangement and the other transactions contemplated by this Agreement, (iv) approved and declared advisable the Tilray Support Agreements and the transactions contemplated thereby and (iv) resolved to make the Tilray Board Recommendation. Except in connection with a Tilray Change in Recommendation in accordance with Section 5.17 7.2(1)(d)(i) of this Agreement in the case Agreement, such resolutions of the Merger Subs. Tilray Board have not been rescinded, modified or withdrawn in any way. (c) This Agreement has been duly executed and delivered by Parent Tilray and, assuming the due execution and delivery of this Agreement by Tilray, constitutes the Merger Subs and constitutes a legal, valid and binding agreement obligation of Parent and the Merger SubsTilray, enforceable against each of Parent and the Merger Subs Tilray in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalEnforceability Exceptions.

Corporate Authority; Approval. Parent and each of the Merger Subs have (i) The Company has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement and to consummate the Transactions to which it is or is contemplated to be a partyMerger, subject only to obtaining (a) the approval adoption of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) this Agreement by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “Parent Requisite Company Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs). This Agreement has been duly executed and delivered by Parent and the Merger Subs Company and constitutes a valid and binding agreement of Parent and the Merger Subs, Company enforceable against each of Parent and the Merger Subs Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. Upon ”). (ii) At a meeting duly called and held prior to the execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board board of Directors directors of Parent the Company (by unanimous vote of those voting) has (xA) (i) unanimously determined that the Transactions are Merger is fair to, and in the best interests of, Parent the Company and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, the Merger and the other transactions contemplated hereby and resolved to recommend the Stock Issuance to adoption of this Agreement by the holders of shares of Parent Common Stock Shares (the “Parent Company Recommendation”), and which Company Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof, (vB) directed that the Stock Issuance this Agreement be submitted to the holders of shares of Parent Common Stock Shares for their approvaladoption at the Company Stockholders Meeting and (C) in such capacity received the opinion of its financial advisor, Xxxxxx Xxxxxxx & Co. LLC, on or prior to the date of this Agreement, to the effect that, as of the date of such opinion and subject to the limitations, qualifications, assumptions and conditions set forth therein, the Merger Consideration to be received by the holders of Shares (other than the holders of the Excluded Shares and the holders of the Dissenting Shares) pursuant to this Agreement is fair from a financial point of view to such holders of Shares and such opinion has not been withdrawn, revoked, or modified as of the date hereof. It is agreed and understood that such opinion is for the information of the board of directors of the Company (in its capacity as such) and may not be relied upon by Parent or Sponsor.

Corporate Authority; Approval. Parent (i) Each of Parent, Merger Sub 1 and each of the Merger Subs have Sub 2 has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is or is contemplated to be a party Voting Agreement and to consummate the Transactions to which it is or is contemplated to be a partyMerger, subject only to obtaining (aA) the adoption of this Agreement by Parent as the sole stockholder of Merger Sub 1 and the sole member of Merger Sub 2 (each of which will occur promptly following the execution of this Agreement) and (B) the approval of the issuance of Parent Common Stock comprising Shares in connection with the First Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy affirmative vote, at a stockholders’ meeting duly called and held for such purpose purpose, of the majority of votes cast by holders of Parent Shares present in person or by proxy at such meeting and entitled to vote on such matter (the “Requisite Parent Requisite Vote”) ). The Requisite Parent Vote is the only vote of the holders of capital stock of Parent that is necessary under applicable Law, NYSE rules, and (b) Parent’s certificate of incorporation and by-laws to approve the approval contemplated by Section 5.17 issuance of this Agreement Parent Shares in the case of the Merger SubsFirst Merger. This Agreement has and the Voting Agreement have been duly executed and delivered by Parent and the Merger Subs and constitutes a constitute valid and binding agreement agreements of Parent Parent, Merger Sub 1 and the Merger Subs, Sub 2 enforceable against each of Parent Parent, Merger Sub 1 and the Merger Subs Sub 2 in accordance with its their respective terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each . (ii) The board of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors directors of Parent has (x) (iA) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) the Voting Agreement and the Merger and the issuance of Parent Shares in the First Merger upon the terms and subject to Section 5.03the conditions set forth in this Agreement, and resolved to recommend the Stock Issuance to that the holders of shares Parent Shares vote in favor of the issuance of Parent Common Stock Shares required to be issued pursuant to Article IV (the “Parent Recommendation”), and (vB) resolved to recommend that the holders of Parent Shares vote in favor of the Authorized Stock Charter Amendment, (C) resolved to recommend that the holders of Parent Shares vote in favor of the Board Size Charter Amendment, (D) directed that the Stock Issuance such matters be submitted to the holders of shares of Parent Common Stock Shares for their approval, and (E) received the oral opinion of its financial advisor, Barclays Capital Inc. to the effect that, subject to the assumptions, qualifications, limitations and other matters set forth in such opinion, as of the date of such opinion, the aggregate Stock Consideration together with the aggregate Cash Consideration to be paid by Parent pursuant to this Agreement is fair from a financial point of view to Parent. A signed copy of the written opinion of Barclays Capital Inc. rendered to the board of directors of Parent will promptly be delivered to the Company, solely for informational purposes, following receipt thereof by Parent. It is understood and agreed that such opinion is for the benefit of Parent’s board of directors and may not be relied upon by the Company or any other Person.

Corporate Authority; Approval. (a) Parent and each of the Merger Subs have has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement and to consummate the Transactions to which it is or is Merger and the other transactions contemplated to be a partyby this Agreement, subject only to obtaining (ai) adoption of this Agreement and approval of the Merger by the holders of more than a majority of the outstanding shares of Parent Common Stock entitled to vote on such matter at a stockholders’ meeting and (ii) approval of the issuance of Parent Common shares of Xxxxxx Xxxxxx Stock comprising the Merger Consideration (the “Stock Issuance”) pursuant to this Agreement by the holders of a majority of the shares aggregate number of votes cast by holders of Parent Common Stock represented in person or by proxy entitled to vote on such matter at a stockholders’ meeting (“Parent Stockholders Meeting”) duly called and held for such purpose (the “Requisite Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs). This Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Merger Subs and Company, constitutes a valid and binding agreement of Parent and the Merger SubsParent, enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution . (b) The Parent Board has (A) unanimously determined that the Merger is fair to, and delivery by in the best interests of, Parent and each of its stockholders, approved and declared advisable this Agreement and the Merger Subs and the other transactions contemplated by this Agreement and resolved to recommend the adoption of each other Transaction Document to which it is or is contemplated this Agreement and the issuance of shares of Parent Common Stock required to be a partyissued pursuant to Article II of this Agreement to the holders of shares of Parent Common Stock and (B) directed that this Agreement be submitted to the holders of shares of Parent Common Stock in connection therewith. (c) Prior to the Effective Time, each other Transaction Document Parent will have taken all necessary action to which permit it is or is contemplated to issue the number of shares of Parent Common Stock required to be a party will constitute a valid and binding agreement issued by it pursuant to Article IV of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exceptionthis Agreement. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized andStock, when issued pursuant to this Agreementissued, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of The shares of Parent Common Stock (Stock, when issued, will be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state securities or “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalblue sky” Laws.

Corporate Authority; Approval. Parent (a) AI has all requisite corporate power and each authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, subject only to approval of this Agreement by the holders of a majority of the Merger Subs have outstanding shares of AI Common Stock (the "AI Requisite Vote"). This Agreement is a valid and binding agreement of AI enforceable against AI in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception"). The Board of Directors of AI has unanimously approved this Agreement and the sale of the AI Assets and the other transactions contemplated hereby. (b) Xxxxxx each has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement and to consummate the Transactions to which it is or is transactions contemplated to be a partyby this Agreement, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) this Agreement by the holders of a majority of the outstanding shares of Parent Xxxxxx Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Xxxxxx Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs). This Agreement has been duly executed and delivered by Parent and the Merger Subs and constitutes is a valid and binding agreement of Parent and the Merger SubsXxxxxx, enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, Xxxxxx in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares Shares of Parent Xxxxxx Common Stock comprising the Merger Consideration have been duly authorized andStock, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent Xxxxxx will have any preemptive right of subscription or purchase in respect thereof. As The Board of Directors of Xxxxxx has unanimously approved this Agreement, the acquisition of the date AI Assets, the issuance of the shares and the other transactions contemplated hereby. After giving effect to the Reverse Split, the Shares of Xxxxxx Common Stock issued to AI pursuant to this Agreement shall represent 96% of the outstanding shares of Xxxxxx Common Stock outstanding, on a Fully Diluted Basis, immediately after the Effective Time. For purposes of this Agreement, the Board phrase "Fully Diluted Basis" shall mean after giving effect to the assumed exercise of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair toall outstanding warrants, options and other rights to acquire Xxxxxx Common Stock and securities convertible into Xxxxxx Common Stock, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders assumed conversion of shares of Parent all securities convertible into Xxxxxx Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalStock.

Corporate Authority; Approval. (i) No vote of holders of capital stock of Parent is necessary to approve this Agreement and the Merger or the other Transactions. The vote or consent of Parent or its wholly-owned Subsidiary as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby. Each of Parent and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement and to consummate the Merger and the other Transactions to which it is or is contemplated to be a partysubject, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the consummation of the Merger Subsonly, to the adoption of this Agreement by the sole stockholder of Merger Sub. This Agreement has been duly executed and delivered by each of Parent and the Merger Subs Sub and constitutes a valid and binding agreement of Parent and the Merger Subs, Sub enforceable against each of Parent and the Merger Subs Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (ii) The board of directors of Parent has, at a meeting duly called and held, and the board of directors of Merger Sub has, by written consent in lieu thereof, duly adopted resolutions that (A) determined that the terms of this Agreement and the Merger and the other Transactions are fair to, on the terms and subject to the conditions set forth in this Agreement, and in the best interests of, Parent, Merger Sub and their respective stockholders, approved and declared advisable this Agreement and the Merger and the other Transactions and the board of directors of Merger Sub has resolved to recommend adoption of this Agreement to its sole stockholder; and (B) the board of directors of Merger Sub has directed that this Agreement be submitted to the sole stockholder of Merger Sub for its adoption; and (C) authorized and approved the execution, delivery and performance of this Agreement and the Merger and the other Transactions by Parent and Merger Sub. Upon Parent, in its capacity as the sole stockholder of Merger Sub, will adopt this Agreement promptly following the execution and delivery by Parent and each the Company of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, none of the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and actions described in the best interests ofimmediately preceding sentence has been amended, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalrescinded or modified in any respect.

Corporate Authority; Approval. Parent (a) Each of TSIA and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the this Agreement and each Transaction Documents Document to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyTransactions, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger SubsTSIA Stockholder Approval. This Agreement has been been, and each Transaction Document will be, duly and validly executed and delivered by Parent each of TSIA and the Merger Subs Sub and, assuming due authorization and constitutes execution by each other party hereto and thereto, constitutes, or will constitute, a valid and binding agreement of Parent each of TSIA and the Merger SubsSub, enforceable against each of Parent TSIA and the Merger Subs Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent This Agreement has been, and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a partywill be, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid duly authorized and binding agreement approved by TSIA as the sole shareholder of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. . (b) The shares affirmative vote of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously holders of a majority of the outstanding shares of TSIA Common Stock and TSIA Class B Common Stock, voting together as a single class, cast at the Special Meeting, shall be required to approve the Transaction Proposal, (ii) holders of a majority of the outstanding shares of TSIA Common Stock and TSIA Class B Common Stock, voting together as a single class, cast at the Special Meeting, shall be required to approve the NASDAQ Proposal, and (iii) holders of a majority of the outstanding shares of TSIA Common Stock and TSIA Class B Common Stock, voting together as a single class, cast at the Special Meeting, shall be required to approve the TSIA Incentive Plan Proposal, in each case, assuming a quorum is present, to approve the Proposals are the only votes of any of TSIA’s capital stock necessary in connection with the entry into this Agreement by TSIA, and the consummation of the transactions contemplated hereby, including the Closing (the approval by TSIA Stockholders of all of the foregoing, collectively, the “TSIA Stockholder Approval”). The TSIA Stockholder Approval is the only vote of the holders of any class or series of capital stock of TSIA required to approve and adopt this Agreement and approve the Transactions. (c) At a meeting duly called and held, the TSIA Board has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to, advisable and in the best interests of, Parent of TSIA and its stockholders, ; (ii) approved determined that the Mergers fair market value of the Company is equal to at least 80% of the amount held in the TSIA Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned) as of the other Transactions, including the Stock Issuance, date hereof; (iii) approved and declared advisable the transactions contemplated by this Agreement as a Business Combination; and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders stockholders of shares TSIA approval of Parent Common Stock (each of the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalmatters requiring TSIA Stockholder Approval.

Corporate Authority; Approval. Parent and each of the Merger Subs have (a) The Company has all requisite necessary corporate power and authority to execute and each has taken all corporate action necessary in order deliver this Agreement, to execute, deliver and perform its obligations under hereunder and to consummate the Transaction Documents transactions to which it is or is contemplated to be a party that are contemplated by this Agreement. The execution and to consummate delivery of this Agreement by the Transactions Company and the consummation by the Company of the transactions contemplated hereby to which it is or is contemplated to be a party, subject to obtaining (a) party have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the approval part of the issuance Company, and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby to which it is a party other than the affirmative vote of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the outstanding shares of Parent Company Common Stock represented to adopt this Agreement and approve the transactions provided for herein in person or by proxy at a meeting duly called accordance with the DGCL and held for such purpose the rules and regulations of Nasdaq (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs"Stockholder Approval"). This Agreement has been duly authorized and validly executed and delivered by Parent and the Merger Subs and constitutes Company and, assuming this Agreement is a valid and binding agreement obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Merger SubsCompany, enforceable against each of Parent and the Merger Subs Company in accordance with its terms, subject to bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document "). (b) On or prior to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Company Board of Directors of Parent has (x) (i) has, at a meeting duly called and held at which all directors were present, unanimously determined that this Agreement and the Transactions transactions provided for herein, including the Merger, are advisable, fair to, to and in the best interests ofinterest of the Company and the holders of Company Common Stock, Parent and its stockholdersadopted resolutions by a unanimous vote (i) approving this Agreement, (ii) approved the Mergers declaring this Agreement and the other TransactionsMerger advisable and directing that this Agreement be submitted to the Company's stockholders for their adoption, including the Stock Issuance, and (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved resolving to recommend the Stock Issuance to the holders of shares of Parent Company Common Stock that they vote in favor of adopting this Agreement in accordance with the terms hereof (the “Parent "Company Recommendation”"), and (v) directed that the Stock Issuance be submitted which resolutions, subject to the holders of shares of Parent Common Stock for their approvalSection 6.4(d), have not been subsequently withdrawn or modified in a manner adverse to Parent.

Corporate Authority; Approval. Parent and Merger Sub each of have the Merger Subs have all requisite corporate or similar power and authority to, and each has taken all corporate or similar action necessary in order to to, execute, deliver and perform its obligations under this Agreement, the Transaction Documents to which it is or is contemplated to be a party Asset Sale Agreement and the Partnership Interests Purchase Agreement and to consummate the Transactions to which it is or is transactions contemplated to be a partyby this Agreement, the Asset Sale Agreement and the Partnership Interests Purchase Agreement, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement only, in the case of the consummation of the Merger, to the approval of this Agreement by Parent in its capacity as the sole stockholder of Merger SubsSub, which will occur immediately after the execution and delivery of this Agreement by Merger Sub, and subject in the case of the Share Issuance to the Parent Requisite Vote. This Each of this Agreement, the Asset Sale Agreement and the Partnership Interests Purchase Agreement has been duly executed and delivered by Parent and the Merger Subs Sub and constitutes a are valid and binding agreement agreements of Parent and the Merger SubsSub, enforceable against each of Parent and the Merger Subs Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its their terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized andStock, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the The Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers adopted resolutions approving this Agreement and the other Transactionstransactions contemplated hereby, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend issuance of the Stock Issuance to the holders of shares of Parent Common Stock required to be issued in the Merger and in respect of Company Options and Company Awards and recommending that the holders of Parent Common Stock vote in favor of the Share Issuance (the “Parent Recommendation”), (ii) received the separate opinions of Credit Suisse Securities (USA) LLC and Sagent Advisors, Inc., financial advisors to Parent, to the effect that, as of the date of such opinions, the Merger Consideration to be paid by Parent is fair to Parent from a financial point of view, and (viii) directed that the Stock Issuance this Agreement be submitted to the holders of Parent Common Stock for the purpose of acting on a proposal to approve the issuance of the shares of Parent Common Stock for their approvalrequired to be issued in the Merger. The Parent Requisite Vote is the only vote of the stockholders of Parent required in connection with the Merger.

Corporate Authority; Approval. Parent and each of the Merger Subs have (a) Purchaser has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the this Agreement and each Transaction Documents Document to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyTransaction, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger SubsPurchaser Shareholder Approval. This Agreement has been been, and each Transaction Document will be, duly and validly executed and delivered by Parent Purchaser, and the Merger Subs assuming due authorization and constitutes execution by each other party hereto and thereto, constitutes, or will constitute, a valid and binding agreement of Parent and the Merger SubsPurchaser, enforceable against each of Parent and the Merger Subs Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each . (b) The affirmative vote of the Merger Subs holders of each other a majority of the outstanding Purchaser Shares cast at the Special Meeting shall be required to approve (i) the Transaction Document to which it is or is contemplated to be a partyProposal and the Amendment Proposal, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement (ii) the NASDAQ Proposal (the approval by Purchaser Shareholders of Parent or all of the applicable Merger Subforegoing, as applicablecollectively, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception“Purchaser Shareholder Approval”). The shares Purchaser Shareholder Approval is the only vote of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant holders of any class or series of Purchaser required to approve and adopt this Agreement, will be validly issued, fully paid Agreement and nonassessableapprove the Transaction, and no stockholder other vote of Parent will have any preemptive right of subscription Purchaser’s shares or purchase any other Person shall be required to approve the Proposals in respect thereof. As connection with the entry into this Agreement by Purchaser, and the consummation of the date of this AgreementTransaction, including the Closing. (c) At a meeting duly called and held, the Purchaser Board of Directors of Parent has (x) : (i) unanimously determined that this Agreement and the Transactions transaction contemplated hereby are fair to, advisable and in the best interests of, Parent of Purchaser and its stockholders, shareholders; (ii) approved determined that the Mergers fair market value of the Company is equal to at least 80% of the amount held in the Purchaser Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned) as of the other Transactions, including the Stock Issuance, date hereof; (iii) approved and declared advisable this Agreement and the Transaction as a Business Combination; (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders shareholders of shares Purchaser approval of Parent Common Stock (each of the “Parent Recommendation”matters requiring Purchaser Shareholder Approval. Except as set forth in Section 5.3(b), no other vote or action of the Purchaser Board shall be required to approve the entry into this Agreement by Purchaser, and (v) directed that the Stock Issuance be submitted to consummation of the holders of shares of Parent Common Stock for their approvalTransaction, including the Closing.

Corporate Authority; Approval. Parent and each of the Merger Subs have (i) The Company has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and, subject only to the Transaction Documents to which it is or is contemplated to be a party and adoption of this Agreement by the Company’s Stockholders, to consummate the Transactions to which it is or is Merger and the other transactions contemplated to be a partyhereby. The execution and delivery of this Agreement, subject to obtaining (a) the approval Company’s performance of its obligations under this Agreement, and the consummation of the issuance of Parent Common Stock comprising transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the Merger Consideration (the “Stock Issuance”) by the holders of a majority part of the shares Company and no other corporate proceedings on the part of Parent Common Stock represented in person or by proxy at a meeting duly called the Company are necessary to authorize the execution and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 delivery of this Agreement in or to consummate the case Merger and the other transactions contemplated hereby, subject only to the adoption of this Agreement by the Company’s Stockholders and the filing of the Certificate of Merger Subspursuant to the DGCL. This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and the Merger Subs and Sub, constitutes a valid and binding agreement obligation of Parent and the Merger SubsCompany, enforceable against each of Parent and the Merger Subs Company in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the Bankruptcy rights of creditors generally and Equity Exception. Upon execution and delivery by Parent and each general equitable principles (whether considered in a proceeding in equity or at law). (ii) The board of directors of the Merger Subs of each other Transaction Document to which it is or is contemplated to be Company, at a partymeeting duly called and held, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) unanimously adopted resolutions (i) unanimously determined determining that this Agreement and the Transactions transactions contemplated hereby, including the Merger, are fair to, advisable to and in the best interests of, Parent and its stockholdersof the Stockholders, (ii) approved approving this Agreement, the Mergers Merger and the other Transactionstransactions contemplated hereby, including the Stock Issuanceother agreements to be executed and delivered pursuant hereto, which approval satisfies in full the requirements of the DGCL that this Agreement be approved by the Company’s board of directors, and (iii) approved recommending the approval and declared advisable adoption of this Agreement and by the Stockholders. (iviii) subject to Section 5.03, resolved to recommend The Written Consent shall be signed by the Stock Issuance to the record holders of shares a sufficient number of Parent Common Stock (Company Shares and Company Preferred Shares to constitute the “Parent Recommendation”)Required Stockholder Approval. The Required Stockholder Approval is sufficient to adopt this Agreement in accordance with applicable Law and the Company’s Governing Documents, and (v) directed that no other vote, approval or consent of any Stockholder or any class thereof is required for the Stock Issuance be submitted Company to execute, deliver and perform its obligations under this Agreement or to consummate the holders of shares of Parent Common Stock for their approvalMerger.

Corporate Authority; Approval. Parent and each of the Merger Subs have (i) The Company has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Transaction Documents Voting Agreement and, subject only to which it is or is contemplated to be a party and the adoption of this Agreement by the Company’s Stockholders, to consummate the Transactions to which it is or is Merger and the other transactions contemplated to be a party, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called hereby. The execution and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 delivery of this Agreement in and the case Voting Agreement, the Company’s performance of its obligations under this Agreement and the Voting Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger Subsand the other transactions contemplated hereby, subject only to the adoption of this Agreement by the Company’s Stockholders and the filing of the First Delaware Certificate of Merger pursuant to applicable Law. This Agreement has been duly executed and delivered by Parent the Company and, assuming due execution and delivery by Parent, Merger Sub I and Merger Sub II, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the rights of creditors generally and general equitable principles (whether considered in a proceeding in equity or at law). (ii) When executed, the Written Consent shall be signed by the record holders of a sufficient number of Company Shares to constitute the Required Stockholder Approval. The Written Consent shall be sufficient to adopt this Agreement in accordance with applicable Law and the Merger Subs Company’s certificate of incorporation and bylaws, and no other approval or consent of any Stockholder is required for the Company to execute, deliver and perform its obligations under this Agreement or to consummate the Merger. The Voting Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement obligation of Parent and the Merger SubsCompany, enforceable against each of Parent and the Merger Subs it in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the Bankruptcy rights of creditors generally and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is general equitable principles (whether considered in a proceeding in equity or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”at law), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

Corporate Authority; Approval. Parent (a) Each of IPC and each of the Merger Subs have all requisite Acquisition has full corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Merger Agreement and, in the Transaction Documents to which it is or is contemplated to be a party case of Acquisition, the Certificate of Merger, and to consummate the Transactions to which it is or is transactions contemplated hereby. The execution, delivery and performance of this Merger Agreement, the Certificate of Merger and all other documents and agreements to be a partydelivered pursuant hereto and the consummation of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of IPC and Acquisition and by IPC as the sole stockholder of Acquisition, subject to obtaining (a) and, except for the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders stockholders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case IPC of the Merger SubsAgreement, no other corporate proceedings on the part of IPC or Acquisition are necessary to authorize this Merger Agreement, the Certificate of Merger and any related documents or agreements or to consummate the transactions contemplated hereby. This Merger Agreement has been duly and validly executed and delivered by Parent IPC and Acquisition, and the Certificate of Merger, when executed at the Closing, will be duly and validly executed and delivered by Acquisition. This Merger Subs Agreement, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding agreement of Parent both IPC and the Merger SubsAcquisition, enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to and the Bankruptcy Certificate of Merger, when executed by IPC and Equity Exception. Upon Acquisition at the Closing, assuming the due authorization, execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to party hereto, will be a partylegal, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement agreements of Parent or the applicable Merger Sub, as applicableAcquisition, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its their terms, subject to except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization, fraudulent conveyance or other laws affecting the Bankruptcy enforcement of creditors' rights generally or by general equitable principles. (b) Acquisition is a newly formed wholly-owned first tier Subsidiary of IPC and Equity Exception. The shares of Parent Common Stock comprising has conducted and will conduct no business or activity and has not incurred and will not incur any liability or obligation, other than hereunder or in accordance with the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalMerger.

Corporate Authority; Approval. Parent and each of the Merger Subs have (i) The Company has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement, and to consummate the Transactions to which it is or is contemplated to be a partyMerger, subject only to obtaining (a) the approval and adoption of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) this Agreement by the holders of a majority sufficient number of Shares required to approve such matter as required under the DGCL, the Company’s organizational documents and any Contract to which the Company or, to the Company’s knowledge, any of the shares of Parent Common Stock represented in person or by proxy at Holders is a meeting duly called and held for party (such purpose (approval, the “Parent Requisite VoteStockholder Approval”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs). This Agreement has been duly executed and delivered by Parent and the Merger Subs Company and constitutes a valid and binding agreement of Parent and the Merger Subs, Company enforceable against each of Parent and the Merger Subs Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, ”). (ii) The Company Board has (A) adopted this Agreement and approved the Mergers Merger and the other transactions contemplated hereby (collectively, the “Transactions, including the Stock Issuance, (iii”) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance adoption of this Agreement to the holders of shares of Parent Common Stock Company’s stockholders (the “Parent Company Recommendation”), ) and (vB) directed that the Stock Issuance this Agreement be submitted to the stockholders for their adoption. The Company Board has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the Transactions. (iii) The Stockholder Written Consent (as defined in Section 6.3) shall be signed by the holders of a sufficient number of shares to constitute the Requisite Stockholder Approval. For the avoidance of Parent Common Stock doubt, the Company represents and warrants that the Requisite Stockholder Approval requires the approval of (A) the holders of issued and outstanding Shares representing a majority of all votes entitled to be cast on the matter, (B) the holders of at least two-thirds of the outstanding Preferred Shares and (C) the holder of three-fourths of the outstanding Series C, Series D and Series E Preferred Shares, in each case voting together as a single class on an as-converted basis, and no other approval or consent of any Holder is required for their approvalthe Company to execute, deliver and perform its obligations under this Agreement or to consummate the Merger.

Corporate Authority; Approval. (a) Each of Parent and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the this Agreement and each Transaction Documents Document to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyTransactions, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger SubsStockholder Approval. This Agreement has been been, and each Transaction Document will be, duly and validly executed and delivered by each of Parent and the Merger Subs Xxxxxx Sub, and constitutes assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, a valid and binding agreement of each of Parent and the Merger SubsSub, enforceable against each of Parent and the Merger Subs Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution This Agreement has been, and delivery each Transaction Document will be, duly authorized and approved by Parent and each as the sole shareholder of Merger Sub. (b) The affirmative vote of (i) the holders of a majority of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The outstanding shares of Parent Common Stock comprising cast at the Merger Consideration have been duly authorized andSpecial Meeting, when issued pursuant shall be required to approve the Transaction Proposal and the Amendment Proposal, (ii) the holders of a majority of the outstanding shares of Parent Class A Common Stock shall be required to approve the NASDAQ Proposal, and (iii) the holders of a majority of the outstanding shares of Parent Class A Common Stock cast at the Special Meeting, shall be required to approve the Parent Incentive Plan Proposal (the approval by Parent Stockholders of all of the foregoing, collectively, the “Parent Stockholder Approval”). The Parent Stockholder Approval is the only vote of the holders of any class or series of capital stock of Parent required to approve and adopt this Agreement, will be validly issued, fully paid Agreement and nonassessableapprove the Transactions, and no stockholder other vote of Parent will have any preemptive right of subscription or purchase Parent’s capital stock shall be required to approve the Proposals in respect thereof. As connection with the entry into this Agreement by Parent, and the consummation of the date of this Agreementtransactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Parent Board of Directors of Parent has (x) has: (i) unanimously determined that this Agreement and the Transactions transactions contemplated hereby are fair to, advisable and in the best interests of, of Parent and its stockholders, ; (ii) approved determined that the Mergers fair market value of the Company is equal to at least 80% of the amount held in the Parent Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned) as of the other Transactions, including the Stock Issuance, date hereof; (iii) approved and declared advisable the transactions contemplated by this Agreement and as a Business Combination; (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares stockholders of Parent Common Stock (approval of each of the “matters requiring Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalStockholder Approval.

Corporate Authority; Approval. Parent Each of Parent, Merger Sub I and each of the Merger Subs Sub II have all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyand, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval approvals contemplated by Section 5.17 6.16 of this Agreement in the case of Merger Sub I and Merger Sub II, perform its obligations under this Agreement and to consummate the Merger SubsMergers. The approval of the Parent Share Issuance by a majority of the votes cast by holders of Parent Common Stock at a meeting of the shareholders of Parent (the “Parent Shareholder Approval”) is the only vote of the holders of any of Parent’s capital stock necessary in connection with the consummation of the Mergers. This Agreement has been duly executed and delivered by Parent Parent, Merger Sub I and the Merger Subs Sub II and constitutes a valid and binding agreement of Parent Parent, Merger Sub I and the Merger SubsSub II, enforceable against each of Parent Parent, Merger Sub I and the Merger Subs Sub II in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board board of Directors directors of Parent has (x) unanimously (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Mergers and the Parent Share Issuance, (ivii) subject to Section 5.036.3, resolved to recommend the Stock approval of the Parent Share Issuance to the holders of the shares of Parent Common Stock (the “Parent Recommendation”), ) and (vii) directed that the Stock Parent Share Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

Corporate Authority; Approval. (a) Each of Parent and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the this Agreement and each Transaction Documents Document to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyTransactions, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger SubsStockholder Approval. This Agreement has been been, and each Transaction Document will be, duly and validly executed and delivered by each of Parent and the Merger Subs Xxxxxx Sub, and constitutes assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, a valid and binding agreement of each of Parent and the Merger SubsSub, enforceable against each of Parent and the Merger Subs Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution This Agreement has been, and delivery each Transaction Document will be, duly authorized and approved by Parent as the sole stockholder of Merger Sub. (b) The affirmative vote of (i) a majority of the votes cast by the stockholders of Parent present in person or represented by proxy at the Special Meeting and entitled to vote thereon at the Special Meeting shall be required to approve the Transaction Proposal, the NASDAQ Proposal, and the Parent Incentive Plan Proposal, and (ii) a majority of the issued and outstanding shares of each of the Merger Subs Parent Class A Common Stock and Parent Class B Common Stock, voting separately, shall be required to approve the Amendment Proposal (the approval by Parent Stockholders of each other Transaction Document to which it all of the foregoing, collectively, the “Parent Stockholder Approval”). The Parent Stockholder Approval is the only vote of the holders of any class or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement series of capital stock of Parent or required to approve and adopt this Agreement and approve the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessableTransactions, and no stockholder other vote of Parent will have any preemptive right of subscription or purchase Parent’s capital stock shall be required to approve the Proposals in respect thereof. As connection with the entry into this Agreement by Parent, and the consummation of the date of this AgreementTransactions, including the Closing. (c) At a meeting duly called and held, the Parent Board of Directors of Parent has (x) has: (i) unanimously determined that this Agreement and the Transactions are fair to, advisable and in the best interests of, of Parent and its stockholders, ; (ii) approved determined that the Mergers fair market value of the Company is equal to at least 80% of the amount held in the Parent Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned) as of the other Transactions, including the Stock Issuance, Execution Date; (iii) approved and declared advisable this Agreement and the Transactions as a Business Combination; (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares stockholders of Parent Common Stock (approval of each of the “matters requiring Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalStockholder Approval.

Corporate Authority; Approval. (a) Each of Parent and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the this Agreement and each Transaction Documents Document to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyTransactions, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger SubsStockholder Approval. This Agreement has been been, and each Transaction Document will be, duly and validly executed and delivered by each of Parent and the Merger Subs Sub, and constitutes assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, a valid and binding agreement of each of Parent and the Merger SubsSub, enforceable against each of Parent and the Merger Subs Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution This Agreement has been, and delivery each Transaction Document will be, duly authorized and approved by Parent as the sole stockholder of Merger Sub. (b) The affirmative vote of (i) a majority of the votes cast by the stockholders of Parent present in person or represented by proxy at the Special Meeting and entitled to vote thereon at the Special Meeting shall be required to approve the Transaction Proposal, the NASDAQ Proposal, and the Parent Incentive Plan Proposal, and (ii) a majority of the issued and outstanding shares of each of the Merger Subs Parent Class A Common Stock and Parent Class B Common Stock, voting separately, shall be required to approve the Amendment Proposal (the approval by Parent Stockholders of each other Transaction Document to which it all of the foregoing, collectively, the “Parent Stockholder Approval”). The Parent Stockholder Approval is the only vote of the holders of any class or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement series of capital stock of Parent or required to approve and adopt this Agreement and approve the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessableTransactions, and no stockholder other vote of Parent will have any preemptive right of subscription or purchase Parent’s capital stock shall be required to approve the Proposals in respect thereof. As connection with the entry into this Agreement by Parent, and the consummation of the date of this Agreementtransactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Parent Board of Directors of Parent has (x) has: (i) unanimously determined that this Agreement and the Transactions transactions contemplated hereby are fair to, advisable and in the best interests of, of Parent and its stockholders, ; (ii) approved determined that the Mergers fair market value of the Company is equal to at least 80% of the amount held in the Parent Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned) as of the other Transactions, including the Stock Issuance, date hereof; (iii) approved and declared advisable the transactions contemplated by this Agreement and as a Business Combination; (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares stockholders of Parent Common Stock (approval of each of the “matters requiring Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalStockholder Approval.

Corporate Authority; Approval. Parent (i) Each of Parent, Merger Sub 1 and each of the Merger Subs have Sub 2 has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is or is contemplated to be a party Voting Agreements and to consummate the Transactions to which it is or is contemplated to be a partyMerger, subject only to obtaining (aA) the adoption of this Agreement by Parent as the sole stockholder of Merger Sub 1 and the sole member of Merger Sub 2 (each of which will occur promptly following the execution of this Agreement) and (B) the approval of the issuance of Parent Common Stock comprising Shares in connection with the First Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy affirmative vote, at a stockholders’ meeting duly called and held for such purpose purpose, of holders of a majority in voting power of the Parent Shares present in person or by proxy at such meeting and entitled to vote on such matter (the “Requisite Parent Requisite Vote”) ). The Requisite Parent Vote is the only vote of the holders of capital stock of Parent that is necessary under applicable Law, NYSE rules, and (b) Parent’s certificate of incorporation and bylaws to approve the approval contemplated by Section 5.17 issuance of this Agreement Parent Shares in the case of the Merger SubsMerger. This Agreement has and the Voting Agreements have been duly executed and delivered by Parent and the Merger Subs and constitutes a constitute valid and binding agreement agreements of Parent Parent, Merger Sub 1 and the Merger Subs, Sub 2 enforceable against each of Parent Parent, Merger Sub 1 and the Merger Subs Sub 2 in accordance with its their respective terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each . (ii) The board of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors directors of Parent has (x) (iA) unanimously determined that approved this Agreement and the Transactions are fair to, Voting Agreements and in the best interests of, Parent and its stockholders, (ii) approved the Mergers Merger and the other Transactionstransactions contemplated hereby and thereby, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to that the holders of shares Parent Shares vote in favor of the issuance of Parent Common Stock Shares required to be issued pursuant to Article ‎IV (the “Parent Recommendation”), ) and (vB) directed that the Stock Issuance such matter be submitted to the holders of shares of Parent Common Stock Shares for their approvalapproval and (C) received the opinion of its financial advisor, Xxxxxxx Xxxxx & Co. to the effect that, subject to the assumptions, qualifications and limitations set forth in such opinion, as of the date of such opinion, the Per Share Merger Consideration to be paid by Parent for each Company Share pursuant to this Agreement is fair from a financial point of view to Parent. It is understood and agreed that such opinion is for the benefit of Parent’s board of directors and may not be relied upon by the Company or any other Person.

Corporate Authority; Approval. Parent and each of the Merger Subs have (i) The Company has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party this Agreement, and to consummate the Transactions to which it is or is contemplated to be a partyMerger, subject only to obtaining (a) the approval adoption of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) this Agreement by the holders of a majority sufficient number of Shares required to approve such matter under the shares of Parent Common Stock represented in person or by proxy at a meeting duly called DGCL and held for the Company’s Organizational Documents (such purpose (approval, the “Parent Requisite VoteStockholder Approval”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs). This Agreement has been duly executed and delivered by Parent and the Merger Subs Company and constitutes a valid and binding agreement of Parent and the Merger Subs, Company enforceable against each of Parent and the Merger Subs Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. ”). (ii) The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Company Board of Directors of Parent has (x) (iA) unanimously determined that the Transactions are Merger is fair to, and in the best interests of, Parent the Company and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement Agreement, the Merger and the other transactions contemplated hereby (ivcollectively, the “Transactions”) subject to Section 5.03, and resolved to recommend the Stock Issuance adoption of this Agreement to the holders of shares of Parent Common Stock Company’s stockholders (the “Parent Company Recommendation”), ) and (vB) directed that the Stock Issuance this Agreement be submitted to the stockholders for their adoption. The Company Board has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the Transactions. (iii) The Requisite Stockholder Approval requires the approval of the holders of shares (A) a majority of Parent Common Stock the Shares, voting together as a single class on an as-converted basis, and (B) a majority of the Preferred Shares, voting together as a single class on an as-converted basis, and no other approval or consent of any Holder is required for their approvalthe Company to execute, deliver and perform its obligations under this Agreement or to consummate the Merger.

Corporate Authority; Approval. (a) Each of Parent and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the this Agreement and each Transaction Documents Document to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyTransactions, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger SubsStockholder Approval. This Agreement has been been, and each Transaction Document will be, duly and validly executed and delivered by each of Parent and the Merger Subs Sub, and constitutes assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, a valid and binding agreement of each of Parent and the Merger SubsSub, enforceable against each of Parent and the Merger Subs Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution This Agreement has been, and delivery each Transaction Document will be, duly authorized and approved by Parent and each as the sole shareholder of Merger Sub. (b) The affirmative vote of the Merger Subs holders of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement majority of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The outstanding shares of Parent Common Stock comprising cast at the Merger Consideration have been duly authorized andSpecial Meeting, when issued pursuant shall be required to approve (i) the Transaction Proposal and the Amendment Proposal, (ii) the NASDAQ Proposal, and (iii) approve the Parent Incentive Plan Proposal (the approval by Parent Stockholders of all of the foregoing, collectively, the “Parent Stockholder Approval”). The Parent Stockholder Approval is the only vote of the holders of any class or series of capital stock of Parent required to approve and adopt this Agreement, will be validly issued, fully paid Agreement and nonassessableapprove the Transactions, and no stockholder other vote of Parent will have any preemptive right of subscription or purchase Parent’s capital stock shall be required to approve the Proposals in respect thereof. As connection with the entry into this Agreement by Parent, and the consummation of the date of this Agreementtransactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Parent Board of Directors of Parent has (x) has: (i) unanimously determined that this Agreement and the Transactions transactions contemplated hereby are fair to, advisable and in the best interests of, of Parent and its stockholders, ; (ii) approved determined that the Mergers fair market value of the Company is equal to at least 80% of the amount held in the Parent Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned) as of the other Transactions, including the Stock Issuance, date hereof; (iii) approved and declared advisable the transactions contemplated by this Agreement and as a Business Combination; (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares stockholders of Parent Common Stock (approval of each of the “matters requiring Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalStockholder Approval.

Corporate Authority; Approval. Parent and each of the Merger Subs have (a) The Company has all requisite corporate power and authority and each has taken all corporate action necessary in order to executeexecute and deliver this Agreement, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyhereunder, and, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy outstanding Shares entitled to vote on such matter at a Stockholders’ meeting duly called and held for such purpose (the “Parent Requisite Stockholder Vote”) and ), to consummate the Merger. With respect to the Company, the Requisite Stockholder Vote is the only vote of holders of securities (b) the approval contemplated by Section 5.17 or securities or other rights of this Agreement in the case any kind convertible or exchangeable into securities of the Merger SubsCompany) of the Company required to approve the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Parent and the Merger Subs and Sub, constitutes a valid and binding agreement of Parent and the Merger Subs, Company enforceable against each of Parent and the Merger Subs Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each ”). (b) The Company Board (i) received an oral opinion from Lazard Frères & Co. LLC (“Lazard”), to be confirmed in writing, to the effect that, as of the Merger Subs date of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid such opinion and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy limitations, qualifications, assumptions, and Equity Exception. The shares of Parent Common Stock comprising conditions set forth therein, the Merger Consideration have been duly authorized andConsideration, when issued pursuant together with the per share amount of any distributions of the Company and its Subsidiaries necessary to this Agreementcomply with Section 7.1(f), will be validly issuedis fair, fully paid from a financial point of view, to the holders (other than Parent and nonassessableits Affiliates) of Shares, and no stockholder of Parent will have any preemptive right of subscription or purchase (ii) received an oral opinion from Xxxxxxx Xxxxx & Co. LLC (“Xxxxxxx Sachs”), to be confirmed in respect thereof. As writing, to the effect that, as of the date of such opinion and subject to the limitations, qualifications, assumptions, and conditions set forth therein, the Merger Consideration, together with the per share amount of any distributions of the Company and its Subsidiaries necessary to comply with Section 7.1(f), is fair, from a financial point of view, to the holders (other than Parent and its Affiliates) of Shares. Promptly following execution of this Agreement, the Board Company will provide copies of Directors of such opinions to Parent and its representatives for informational purposes only. (c) The Company Board, at a duly held meeting, has (x) approved resolutions that (i) unanimously determined determine that the terms and conditions of this Agreement, the Merger and the other Transactions are fair to, advisable and in the best interests of, Parent of the Company and its stockholdersthe Stockholders, (ii) authorized the execution and delivery of this Agreement and approved the Mergers Merger and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement directed that the Merger be submitted to a vote of the Stockholders and (iv) subject to Section 5.037.2(b), resolved to recommend that the Stock Issuance to Stockholders vote in favor of the holders approval of shares of Parent Common Stock the Merger (collectively, the “Parent Company Recommendation”). Such resolutions remain in full force and effect and have not been subsequently rescinded, and (v) directed that amended or withdrawn as of the Stock Issuance be submitted to the holders date of shares of Parent Common Stock for their approvalthis Agreement.

Corporate Authority; Approval. Parent (a) Each of SVF and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the this Agreement and each Transaction Documents Document to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyTransactions, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called SVF Shareholder Approval and held for such purpose (the “Parent Requisite Vote”) execution and (b) the approval contemplated by Section 5.17 of this Agreement in the case delivery of the Merger SubsSub Written Consent. This Agreement has been been, and each Transaction Document to which SVF or Merger Sub is a party will be, duly and validly executed and delivered by Parent such entity, as applicable, and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute at the Merger Subs and constitutes Closing, a valid and binding agreement of Parent and the Merger Subs, enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable SVF and/or Merger Sub, as applicable, enforceable against Parent or the applicable each of SVF and/or Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The affirmative vote of holders of a majority of the outstanding SVF Class A Ordinary Shares and SVF Class B Ordinary Shares, voting together as a single class, cast at the Special Meeting, shall be required to approve each of the Transaction Proposal, NASDAQ Proposal, SVF Incentive Plan Proposal and SVF Employee Stock Purchase Plan Proposal, and the approval by way of a special resolution, being the affirmative vote of holders of a two-thirds majority of the outstanding SVF Class A Ordinary Shares and SVF Class B Ordinary Shares, voting together as a single class, cast at the Special Meeting, shall be required to approve the Domestication Proposal and the Amendment Proposal, in each case, assuming a quorum is present (the approval by SVF Shareholders of all of the foregoing, collectively, the “SVF Shareholder Approval”). The SVF Shareholder Approval is the only vote of the holders of any class or series of shares of Parent Common Stock comprising SVF (in their capacity as holders thereof) required to approve and adopt this Agreement and the Merger Consideration have been Transaction Documents to which SVF is a party and to approve the Transactions, including the Merger. (c) At a meeting duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid called and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreementheld, the SVF Board of Directors of Parent has (x) unanimously: (i) unanimously determined that this Agreement and the Transactions transactions contemplated hereby are fair to, advisable and in the best interests of, Parent and its stockholders, of SVF; (ii) approved determined that the Mergers fair market value of the Company is equal to at least 80% of the amount held in the SVF Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned) as of the other Transactions, including the Stock Issuance, date hereof; (iii) approved and declared advisable the transactions contemplated by this Agreement and as a Business Combination; (iv) subject to Section 5.03, resolved to recommend approved the Stock Issuance to Domestication and the holders Surviving Pubco Certificate of shares of Parent Common Stock (the “Parent Recommendation”), Incorporation in accordance with applicable Law; and (v) directed that the Stock Issuance be submitted resolved to recommend to the holders SVF Shareholders approval of shares each of Parent Common Stock for their approvalthe matters requiring SVF Shareholder Approval.

Corporate Authority; Approval. Parent (i) Each of Parent, Merger Sub 1 and each of the Merger Subs have Sub 2 has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is or is contemplated to be a party Voting Agreements and to consummate the Transactions to which it is or is contemplated to be a partyMerger, subject only to obtaining (aA) the adoption of this Agreement by Parent as the sole stockholder of Merger Sub 1 and the sole member of Merger Sub 2 (each of which will occur promptly following the execution of this Agreement) and (B) the approval of the issuance of Parent Common Stock comprising Shares in connection with the First Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy affirmative vote, at a stockholders’ meeting duly called and held for such purpose purpose, of holders of a majority in voting power of the Parent Shares present in person or by proxy at such meeting and entitled to vote on such matter (the “Requisite Parent Requisite Vote”) ). The Requisite Parent Vote is the only vote of the holders of capital stock of Parent that is necessary under applicable Law, NYSE rules, and (b) Parent’s certificate of incorporation and bylaws to approve the approval contemplated by Section 5.17 issuance of this Agreement Parent Shares in the case of the Merger SubsMerger. This Agreement has and the Voting Agreements have been duly executed and delivered by Parent and the Merger Subs and constitutes a constitute valid and binding agreement agreements of Parent Parent, Merger Sub 1 and the Merger Subs, Sub 2 enforceable against each of Parent Parent, Merger Sub 1 and the Merger Subs Sub 2 in accordance with its their respective terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each . (ii) The board of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors directors of Parent has (x) (iA) unanimously determined that approved this Agreement and the Transactions are fair to, Voting Agreements and in the best interests of, Parent and its stockholders, (ii) approved the Mergers Merger and the other Transactionstransactions contemplated hereby and thereby, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to that the holders of shares Parent Shares vote in favor of the issuance of Parent Common Stock Shares required to be issued pursuant to Article IV (the “Parent Recommendation”), ) and (vB) directed that the Stock Issuance such matter be submitted to the holders of shares of Parent Common Stock Shares for their approvalapproval and (C) received the opinion of its financial advisor, Xxxxxxx Xxxxx & Co. to the effect that, subject to the assumptions, qualifications and limitations set forth in such opinion, as of the date of such opinion, the Per Share Merger Consideration to be paid by Parent for each Company Share pursuant to this Agreement is fair from a financial point of view to Parent. It is understood and agreed that such opinion is for the benefit of Parent’s board of directors and may not be relied upon by the Company or any other Person.

Corporate Authority; Approval. (a) Each of Parent and each of the Merger Subs have Sub has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the this Agreement and each Transaction Documents Document to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a partyTransactions, subject only to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger SubsStockholder Approval. This Agreement has been been, and each Transaction Document will be, duly and validly executed and delivered by each of Parent and the Merger Subs Sub, and constitutes assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, a valid and binding agreement of each of Parent and the Merger SubsSub, enforceable against each of Parent and the Merger Subs Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution This Agreement has been, and delivery each Transaction Document will be, duly authorized and approved by Parent and each as the sole shareholder of Merger Sub. (b) The affirmative vote of (i) the holders of a majority of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The outstanding shares of Parent Common Stock comprising and Parent Class B Common Stock, voting together as a single class, cast at the Merger Consideration have been duly authorized andSpecial Meeting, when issued pursuant shall be required to approve the Transaction Proposal and the Amendment Proposal, (ii) the holders of a majority of the outstanding shares of Parent Class A Common Stock and Parent Class B Common Stock, voting together as a single class, cast at the Special Meeting, shall be required to approve the NASDAQ Proposal, and (iii) the holders of a majority of the outstanding shares of Parent Class A Common Stock and Parent Class B Common Stock, voting together as a single class, cast at the Special Meeting, shall be required to approve the Parent Incentive Plan Proposal (the approval by Parent Stockholders of all of the foregoing, collectively, the “Parent Stockholder Approval”). The Parent Stockholder Approval is the only vote of the holders of any class or series of capital stock of Parent required to approve and adopt this Agreement, will be validly issued, fully paid Agreement and nonassessableapprove the Transactions, and no stockholder other vote of Parent will have any preemptive right of subscription or purchase Parent’s capital stock shall be required to approve the Proposals in respect thereof. As connection with the entry into this Agreement by Parent, and the consummation of the date of this Agreementtransactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Parent Board of Directors of Parent has (x) has: (i) unanimously determined that this Agreement and the Transactions transactions contemplated hereby are fair to, advisable and in the best interests of, of Parent and its stockholders, ; (ii) approved determined that the Mergers fair market value of the Company is equal to at least 80% of the amount held in the Parent Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned) as of the other Transactions, including the Stock Issuance, date hereof; (iii) approved and declared advisable the transactions contemplated by this Agreement and as a Business Combination; (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares stockholders of Parent Common Stock (approval of each of the “matters requiring Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvalStockholder Approval.

Corporate Authority; Approval. Parent and each of the Merger Subs have (i) The Company has all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its covenants and obligations under this Agreement in accordance with the Transaction Documents to which it is or is contemplated to be a party terms hereof and to consummate the Transactions to which it is or is Mergers and any other transactions contemplated to be a partyby this Agreement, subject only to obtaining (a) the approval of Requisite Company Stockholder Approvals. Except for the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) Requisite Company Stockholder Approvals, no other corporate action by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose Company (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement other than, in the case of the Mergers, the filing of the Certificates of Merger Subsand the other documents as required by DGCL with the Secretary of State of the State of Delaware) or vote of holders of any class of the capital stock of the Company is necessary to approve and adopt this Agreement and to consummate the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent the Company and, assuming the due authorization, execution and the delivery of this Agreement by Pxxxxx and Merger Subs and Subs, constitutes a valid and binding agreement of Parent the Company (assuming due authorization, execution and the delivery by Pxxxxx and Merger Subs), enforceable against each of Parent and the Merger Subs Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. ”). (ii) The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent Special Committee has unanimously (xA) (i) unanimously determined that this Agreement and the Transactions transactions contemplated hereby, including the Mergers, are fair to, and in the best interests of, Parent the Company and the Unaffiliated Stockholders, (B) recommended that the Company Board approve and declare advisable this Agreement and the transactions contemplated hereby, including the Mergers, and determined that this Agreement and the transactions contemplated hereby, including the Mergers, are fair to, and in the best interests of, the Company and the Unaffiliated Stockholders, and (C) recommended that, subject to Company Board approval, the Company Board submit this Agreement to the stockholders of the Company for their adoption and recommend that the stockholders of the Company vote in favor of the adoption of this Agreement; (iii) The Company Board (acting on the recommendation of the Special Committee) has by unanimous vote (A) determined that this Agreement, the Support Agreement and the transactions contemplated hereby, including the Mergers, are fair to, and in the best interests of, the Company and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock IssuanceUnaffiliated Stockholders, (iiiB) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Mergers, (ivC) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations contained herein and the consummation of the Mergers and the other transactions contemplated by this Agreement upon the terms and subject to Section 5.03the conditions contained herein, resolved (D) directed that the adoption of this Agreement be submitted to recommend a vote of the Stock Issuance to stockholders of the holders Company at a meeting of shares the stockholders of Parent Common Stock the Company, and (E) recommended that the stockholders of the Company vote in favor of the adoption of this Agreement (the “Parent Company Recommendation”), and (v) directed that which Company Recommendation has not been withdrawn, rescinded or modified in any way as of the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approvaldate hereof.