Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent Buyer Parties has all requisite full corporate power and authority to execute and deliver this Agreement and each of the Additional Ancillary Agreements to which it is a party and, subject only to the prior approval by the holders of Buyer Ultimate Parent Common Stock of the Share Issuance under the applicable rules and regulations of NASDAQ and all applicable Laws, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by each of Buyer Parties of this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate each of the transactions contemplated hereby hereunder or thereunder, have been duly and therebyvalidly authorized, in and, except for the case prior approval by the holders of Buyer Ultimate Parent Common Stock of the MergerShare Issuance under the applicable rules and regulations of NASDAQ, subject to receipt no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by any of the Parent Stockholder Approval. The execution and delivery by each of the Parent Buyer Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it is a party or any of the transactions contemplated hereunder or thereunder. (b) The board of directors of Buyer Ultimate Parent, at a meeting duly called and held, has (i) determined that this Agreement, the Ancillary Agreements and the Purchase are advisable, fair to, and in the best interests of Buyer Ultimate Parent and its shareholders, (ii) duly and validly approved and taken all corporate action required to consummate be taken by the board of directors to authorize the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (other thaniii) recommended that the holders of Buyer Ultimate Parent Common Stock approve the Share Issuance, in the case and none of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered aforesaid actions by such Parent Party andboard of directors has been amended, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptionsrescinded or modified. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled total votes cast on the proposal to vote approve the Share Issuance at the Buyer Ultimate Parent Stockholder Meeting, assuming a quorum is present, Special Meeting (the “Buyer Ultimate Parent Requisite Vote”) is the only vote approval of the holders shareholders of any of Parent’s capital stock Buyer Ultimate Parent necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions Share Issuance contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt by this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyAgreement.

Corporate Authorization. Each of the Parent Parties and Merger Co. has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, Transactions. Except as set forth in the case Section 5.02 of the Mergerwritten disclosure schedule previously delivered by Parent to the Company (the "Parent Disclosure Schedule"), subject to receipt of the Parent Stockholder Approval. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Co. of this Agreement and the Additional other Transaction Agreements to which it is a party and the consummation by each Parent and Merger Co. of the Transactions are within the corporate powers of Parent Parties of the transactions contemplated hereby and thereby Merger Co. and have been duly and validly authorized by all necessary corporate and stockholder action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanthan by Parent as the sole stockholder of Merger Sub, in which will be obtained prior to the case Effective Time) under Parent's and Merger Co.'s certificates or articles of the Merger, incorporation and bylaws and applicable provisions of Delaware and North Carolina Law (including the receipt of approval by the holders of a majority of the outstanding shares of the Parent Stockholder Approval) Series A Preferred Stock of the creation and issuance of the Parent Series B Preferred Stock (the "Series A Consent")), other than the filing with the Secretary of State of the State of North Carolina of the articles of merger as required by North Carolina Law. The Board of Directors of Parent has approved, and recommended to the Parent stockholders the adoption of, the Restated Certificate of Incorporation attached as Exhibit G hereto, and such approval and recommendation have not been rescinded or the Additional Agreementsrevoked. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such each of Parent Party andand Merger Co. and the other Transaction Agreements and the Warrants will have been duly and validly executed and delivered by Parent prior to the Effective Time. Assuming this Agreement constitutes and the other Transaction Agreements when executed and delivered prior to the Effective Time will constitute legal, assuming the due authorization, execution valid and delivery by each binding agreements of the other parties hereto and thereto (other than a Parent Party)thereto, this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation agreement of such Parent Partyand Merger Co., and each of the other Transaction Agreements and the Warrants when executed and delivered prior to the Effective Time will constitute legal, valid and binding agreements of Parent, in each case, enforceable against such Parent Party or Merger Co., as applicable, in accordance with their respective terms, subject to except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the Enforceability Exceptions. The approval enforcement of the Merger creditors' rights generally and this Agreement for limitations imposed by the affirmative vote general principles of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyequity.

Corporate Authorization. Each of (a) The execution, delivery and performance by the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Company of this Agreement and the Additional Agreements to which it is a party consummation by the Company of the Transactions are within the Company's corporate powers and, except for the required approval of the Company Stockholders in connection with the consummation of the Company/Subsidiary Merger and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby Merger, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsCompany. The approval of the Merger and this Agreement by the affirmative vote of the holders of a majority of the then Company's outstanding shares of Parent Common Stock present in person or by proxy and capital stock entitled to vote at the Parent Stockholder Meeting, assuming for directors (voting as a quorum is present, class) is the only vote of the holders of any of Parent’s the Company's capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the other transactions contemplated herebyCompany/Subsidiary Merger. The affirmative vote or written consent of the sole stockholder holders of a majority of the Merger Sub is Company's outstanding capital stock entitled to vote for directors (voting as one class) and the affirmative vote of the holders of a majority of outstanding capital stock entitled to vote for directors (other than the Continuing Shareholders) are the only vote votes of the holders of any of Merger Sub’s the Company's capital stock necessary to adopt this by law or contract in connection with the consummation of the Merger. This Agreement and approve the Equity Investments Sale Agreement constitute valid and binding agreements of the Company. (b) At a meeting duly called and held, the Board of Directors, subsequent to the unanimous recommendation of the Special Committee, (i) unanimously approved the Company/Subsidiary Merger and the Company/Subsidiary Merger Agreement, determined that it is advisable and in the best interests of Company Stockholders (other than the Continuing Shareholders) to consummate the Company/Subsidiary Merger, and resolved to recommend approval of the Company/Subsidiary Merger and the Company/Subsidiary Merger Agreement by Company Stockholders, and (ii) approved the Merger and this Agreement, determined that it is advisable and in the best interests of Company Stockholders (other than Continuing Shareholders) to consummate the Merger and the consummation other Transactions, and (iii) resolved to recommend approval of the Company/Subsidiary Merger, the Company/Subsidiary Merger Agreement, the Merger and this Agreement by Company Stockholders. (c) At a meeting duly called and held, the Special Committee has (i) unanimously resolved to recommend that the Board of Directors approve and declare advisable the Company/Subsidiary Merger and the Company/Subsidiary Merger Agreement, (ii) determined that this Agreement and the Transactions are advisable and fair to and in the best interests of the Company Stockholders (other transactions contemplated herebythan Merger Subsidiary and its Affiliates, Company Shareholder and its Subsidiaries, IS and FS) and (iii) resolved (subject to Section 6.04 hereof) to recommend that the Board of Directors approve and declare advisable this Agreement and the Transactions.

Corporate Authorization. (a) Each of the Parent Parties and Xxxxxx Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder ApprovalTransactions. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub (subject, with respect to Merger Sub, only to approval by its sole stockholder, which will be effected by written consent immediately following the execution and delivery of this Agreement), and no other corporate proceedings on the part of such Parent Party and Merger Sub are necessary to authorize the execution and delivery of this Agreement or the Additional Agreements to which it is a party or for each of Parent and Merger Sub to consummate the transactions contemplated by this Agreement Transactions (other than, in the case of with respect to the Merger, the receipt filing of the Parent Stockholder Approval) Certificate of Merger and other recordings or filings required by the Additional AgreementsDGCL with the Delaware Secretary of State). This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming Assuming the due authorization, execution and delivery by each the Company of the other parties hereto and thereto (other than a Parent Party)this Agreement, this Agreement has been duly and validly executed and delivered by Xxxxxx and Merger Sub and constitutes the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such each of Parent Partyand Merger Sub, enforceable against such Parent Party each of them in accordance with their respective its terms, subject to the Enforceability Exceptions. . (b) The approval board of the Merger directors of each of Parent and Xxxxxx Sub has duly adopted resolutions (i) determining that this Agreement by and the affirmative Transactions are fair to, advisable and in the best interests of Parent, Merger Sub and their respective stockholders or other equityholders, as applicable, and (ii) adopting this Agreement and the Transactions. Parent, acting in its capacity as the sole stockholder of Merger Sub, will immediately after execution and delivery hereof approve and adopt this Agreement. (c) No vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person of, or by proxy and entitled to vote at the Parent Stockholder Meetingconsent by, assuming a quorum is present, is the only vote of the holders of any Equity Securities of Parent (other than, for the avoidance of doubt, the consent of Parent’s capital stock , as the sole holder of the Equity Securities of Merger Sub, to adopt the Agreement) is necessary to adopt authorize the execution, delivery and performance by Parent of this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote Transactions or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of otherwise required by Parent’s organizational documents, Applicable Law or any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyGovernmental Authority.

Corporate Authorization. Each (a) The execution, delivery and performance by each of the Parent Parties has all requisite corporate power and authority to execute and deliver Merger Sub of this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder consummation by Parent and thereunder, and to consummate Merger Sub of the transactions contemplated hereby and therebyby this Agreement (including, in the case of Parent, the Mergerentry into the New CVR Agreement at or immediately prior to the Merger Effective Time) are within the corporate powers and authority of each of Parent and Merger Sub and, subject to receipt of except for the Parent Stockholder Approval. The execution Approval and delivery by each the required approval of the Parent Parties stockholder of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of Merger Sub in connection with the transactions contemplated hereby and thereby by this Agreement (including the Merger), have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsMerger Sub. The approval of the Merger and this Agreement by the affirmative vote of holders of at least a majority of the then votes cast by holders of outstanding shares of Parent Common Stock present in person or by proxy at a duly called and entitled to vote held meeting of Parent’s stockholders at the Parent Stockholder Meeting, assuming which a quorum is present, present approving the issuance of shares of Parent Common Stock in connection with the Merger (the “Parent Share Issuance”) is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve in connection with the consummation of the Merger (the “Parent Stockholder Approval”). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company) constitutes a valid, legal and binding agreement of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms (subject to the Bankruptcy and Equity Exceptions), and the consummation New CVR Agreement will, at the time of its execution by Parent, be duly executed and delivered by Parent and constitute a valid, legal and binding agreement of Parent enforceable against Parent in accordance with its terms (subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held, the Board of Directors of Parent adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Parent Share Issuance) are fair to and in the best interests of Parent and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Parent Share Issuance), (iii) directing that the approval of the other Parent Share Issuance be submitted to a vote at a meeting of Parent’s stockholders and (iv) recommending approval of the Parent Share Issuance by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”). Except as permitted by Section 7.02, the Board of Directors of Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. (c) The Board of Directors of Merger Sub has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby. The affirmative vote or written consent hereby (including the Merger) are fair to and in the best interests of the sole stockholder of the Merger Sub is and its stockholder, (ii) approving, adopting and declaring advisable this Agreement and the only transactions contemplated hereby (including the Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of the holders of any of Merger Sub’s capital stock necessary to adopt stockholder and (iv) recommending approval and adoption of this Agreement and approve the by Merger and the consummation of the other transactions contemplated herebySub’s stockholder.

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Subsidiary of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Subsidiary of the transactions contemplated hereby are within the corporate and thereby limited liability company powers of Parent and Merger Subsidiary, respectively, and, except for obtaining the Parent Stockholder Approval, approval of the Charter Amendment by Parent’s Board of Directors and the adoption of this Agreement by the sole member of Merger Subsidiary, have been duly authorized by all necessary corporate or limited liability company action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsMerger Subsidiary. The approval of the Merger and this Agreement by the affirmative vote of the holders of (i) a majority of the then outstanding shares of Parent Common Stock present total votes cast in person or by proxy and entitled to vote at the Parent Stockholder MeetingMeeting in favor of the approval of the issuance of New Parent Stock in the Merger, assuming and (ii) a quorum is presentmajority of the outstanding shares of Parent Stock in favor of the Charter Amendment (collectively, is the “Parent Stockholder Approval”) are the only vote votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the Merger or the approval of the Charter Amendment. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against each of Parent and Merger Subsidiary in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights, and (ii) for the limitations imposed by general principles of equity. (b) At a meeting duly called and held, Parent’s Board of Directors has (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Parent’s stockholders (other than any affiliates of the Company), (ii) approved and adopted this Agreement and the transactions contemplated hereby. The affirmative vote or written consent , (iii) approved and adopted the Charter Amendment and the transactions contemplated thereby, and (iv) resolved (subject to Section 6.04) to recommend (A) approval of the sole stockholder Charter Amendment by Parent’s stockholders (other than any affiliates of the Merger Sub is the only vote Company) and (B) approval of the holders issuance of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve New Parent Stock in the Merger and the consummation by Parent’s stockholders (other than any affiliates of the other transactions contemplated herebyCompany) (such recommendations are collectively referred to as, the “Parent Board Recommendation”).

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalhereby. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Agreements to which it is a party consummation by Merger Sub of the Merger and the consummation by each of the Parent Parties of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub, and no other corporate proceedings actions on the part of such Parent Party or Merger Sub are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the Merger or the other transactions contemplated by this Agreement (other thanhereby, subject, in the case of the Merger, to the receipt filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. (b) The Board of Directors of Merger Sub, at a meeting duly called and held or pursuant to action by unanimous written consent, has adopted resolutions that approved and declared this Agreement, the Merger and the other transactions contemplated hereby advisable and in the best interests of Merger Sub and its stockholders and the Board of Directors of each of Parent Stockholder Approvaland Merger Sub have adopted resolutions that approved the execution, delivery and performance of this Agreement by Parent and Merger Sub, respectively, and the consummation of the Merger and the other transactions contemplated hereby. Parent, in its capacity as the sole stockholder of Merger Sub, has executed and delivered to Merger Sub a written consent (which shall be effective immediately following the execution of this Agreement by the parties hereto) or the Additional Agreements. This approving and adopting this Agreement and the Additional Agreements to which execution, delivery and performance of this Agreement by Merger Sub and the consummation by Merger Sub of the Merger and the other transactions contemplated hereby. In each case, such Parent Party is a party resolutions and consents have not been subsequently rescinded, modified or withdrawn. (c) This Agreement has been duly executed and delivered by such each of Parent Party and Merger Sub and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger Bankruptcy and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties Parent, Merger Sub 1 and Merger Sub 2 of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Parent, Merger Sub 1 and Merger Sub 2 of the transactions contemplated hereby by this Agreement are within the corporate powers of each of Parent and thereby Merger Sub 1 and the sole member of Merger Sub 2 and, except for the Parent Stockholder Approval and the required approval of the stockholders of Merger Sub 1 and the members of Merger Sub 2 in connection with the consummation of the Mergers, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanParent, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement Merger Sub 1 and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsMerger Sub 2. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then all votes cast by holders of outstanding shares of Parent Common Stock present in person or by proxy at a duly called and entitled to vote held meeting of Parent’s stockholders at the Parent Stockholder Meeting, assuming which a quorum is present, present approving the issuance of shares of Parent Common Stock in connection with the First Merger (the “Parent Share Issuance”) is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve in connection with the Merger consummation of the Mergers (the “Parent Stockholder Approval”) ). This Agreement has been duly executed and the consummation delivered by each of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Parent, Merger Sub is 1 and Merger Sub 2 and (assuming due authorization, execution and delivery by the only vote Company) constitutes a valid and binding agreement of each of Parent, Merger Sub 1 and Merger Sub 2 enforceable against Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms (subject to the holders Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held, the Board of any Directors of Merger Sub’s capital stock necessary to adopt Parent unanimously adopted resolutions (i) determining that this Agreement and approve the Merger transactions contemplated hereby (including the Parent Share Issuance) are fair to and in the best interests of Parent’s stockholders, (ii) approving, adopting and declaring advisable this Agreement and the consummation transactions contemplated hereby (including the Parent Share Issuance), (iii) directing that the approval of the other Parent Share Issuance be submitted to a vote at a meeting of Parent’s stockholders and (iv) recommending approval of the Parent Share Issuance by Parent’s stockholders (such recommendation, the “Parent Board Recommendation”). The Board of Directors of Merger Sub 1 has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated herebyhereby (including the First Merger) are fair to and in the best interests of Merger Sub 1’s stockholder, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the First Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 1’s stockholder, and (iv) recommending approval and adoption of this Agreement by Merger Sub 1’s stockholder. The Board of Managers of Merger Sub 2 has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Second Merger) are fair to and in the best interests of Merger Sub 2’s member, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Second Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 2’s member and (iv) recommending approval and adoption of this Agreement by Merger Sub 2’s member. Except as permitted by Section 7.02, the Board of Directors of each of Parent, Merger Sub 1 and Merger Sub 2 has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute performance by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Subsidiary Three of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three of the transactions contemplated hereby are within the corporate and thereby other organizational powers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three, as applicable, and, except for (i) the required approval of Parent’s stockholders in connection with the Parent Merger, the New Charter Stock Issuance and the other transactions contemplated hereby (including the Equity Exchange and the Equity Purchase), (ii) the approval of Parent as the sole stockholder of New Charter in connection with the Second Company Merger and New Charter Stock Issuance, and (iii) the approval of New Charter as the sole member of Merger Subsidiary Two in connection with the Parent Merger, have been duly authorized by all necessary corporate and other organizational action on the part of such Parent PartyParent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three. No other corporate proceedings on the part The affirmative vote of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case majority of the Merger, outstanding shares of Parent Class A Common Stock are the receipt only votes of the holders of Parent Class A Common Stock necessary in connection with the approval of the Parent Merger. The approvals set forth in Section 5.02(a) of the Parent Disclosure Schedule are the only approvals required by the holders of Parent’s capital stock (collectively, the “Parent Stockholder Approval) ”). Following the First Company Merger Effective Time, no vote or approval of the Additional Agreementsformer holders of capital stock of the Company is required in connection with the other Mergers. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation agreement of such Parent Partyeach of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three, enforceable against such Parent Party Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three in accordance with their respective terms, its terms (subject to the Enforceability Exceptions. The approval applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyequity).

Corporate Authorization. Each Parent has, and at the time of the Parent Parties has its incorporation, Merger Sub will have, all requisite corporate power and authority to execute and deliver this Agreement (in the case of Merger Sub, by executing and delivering the Additional Agreements to which it is a partyJoinder Agreement), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalhereby. The execution and delivery by each of the Parent Parties of this Agreement (in the case of Merger Sub, by executing and delivering the Additional Agreements to which it is a party Joinder Agreement) by Parent and Merger Sub, the performance of their obligations hereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been (in the case of Parent) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub) duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Sub. No other corporate proceedings proceeding on the part of such Parent Party are or Merger Sub is necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by execution and delivery of this Agreement (other than, in the case of Merger Sub, by the Mergerexecution and delivery of the Joinder Agreement), the receipt performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger Sub of the Parent Stockholder Approval) or the Additional Agreementstransactions contemplated hereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand, upon the execution and delivery of the Joinder Agreement by Merger Sub, will constitute a valid and binding obligation of Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. As of the date of this Agreement, the Parent Board has, and, upon the execution and delivery of the Joinder Agreement by Merger Sub, the board of director of Merger Sub will have, approved and declared advisable this Agreement and the transactions contemplated hereby. Upon the execution and delivery of the Joinder Agreement by Merger Sub, Parent, as the sole stockholder of Merger Sub, will have approved and adopted this Agreement and the transactions contemplated hereby. The approval Parent Board, at a meeting duly called and held, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger and this Agreement by the affirmative vote of holders of a majority of Parent Share Issuance, are fair to, and in the then outstanding shares best interests of, Parent and its stockholders, (ii) determined that it is in the best interests of Parent Common Stock present in person or by proxy and entitled its stockholders and declared it advisable for Parent to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt enter into this Agreement and approve perform its obligations hereunder and (iii) approved the Merger (execution and delivery by Parent of this Agreement, the “performance by Parent Stockholder Approval”) of its covenants and agreements contained herein and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt by this Agreement and approve Agreement, including the Merger and the consummation of Parent Share Issuance, upon the other transactions contemplated herebyterms and subject to the conditions contained herein.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute performance by Parent, Merger Sub 1 and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub 2 of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Parent, Merger Sub 1 and Merger Sub 2 of the transactions contemplated hereby are within the corporate or limited liability company power and thereby authority of Parent, Merger Sub 1 and Merger Sub 2 and have been duly authorized by all necessary corporate or limited liability company action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanParent, Merger Sub 1 and Merger Sub 2, subject, in the case of the Merger, the receipt consummation of the transactions contemplated hereby, to the accuracy of the representations and warranties in the second and third sentences of Section 4.05 and compliance by the Company with clauses (iii) and (xii) of Section 6.01(b) and the required approval of the First Merger by Parent Stockholder Approval) or as the Additional Agreementssole stockholder of Merger Sub 1 and the required approval of the Second Merger by Parent as the sole member of Merger Sub 2. The affirmative vote of Parent as the sole stockholder of Merger Sub 1 and Parent as the sole member of Merger Sub 2 are the only votes of the holders of any of the capital stock of Merger Sub 1 and Merger Sub 2 necessary in connection with the consummation of the transactions contemplated hereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of each of Parent, Merger Sub 1 and Merger Sub 2, enforceable against Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a Proceeding in equity or at Law). (b) At a meeting duly called and held, as of the other parties hereto and thereto date of this Agreement, the Board of Directors of Parent has (other than a Parent Party), i) unanimously determined that this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party transactions contemplated hereby are in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any best interests of Parent’s capital stock necessary to adopt shareholders, and (ii) unanimously approved and declared advisable this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent Board of the sole stockholder Directors of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt 1 has unanimously adopted resolutions (i) determining that this Agreement and approve the transactions contemplated hereby are fair to and in the best interests of Merger Sub 1’s stockholder, (ii) approving, adopting and declaring advisable this Agreement and the consummation of the other transactions contemplated hereby, (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 1’s stockholder, and (iv) recommending approval and adoption of this Agreement by Merger Sub 1’s stockholder. The Board of Directors of Merger Sub 2 has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Second Merger) are fair to and in the best interests of Merger Sub 2’s member, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Second Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of Merger Sub 2’s member and (iv) recommending approval and adoption of this Agreement by Merger Sub 2’s member.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties Parent, Merger Sub 1 and Merger Sub 2 of this Agreement and the Additional Agreements to which it is a party consummation by Parent, Merger Sub 1 and Merger Sub 2 of the Transactions are within the corporate or limited liability company powers, as applicable, of each of Parent, Merger Sub 1 and Merger Sub 2 and, except for the required approval and adoption of this Agreement by the sole stockholder of Merger Sub 1 and the consummation by each sole member of the Parent Parties of the transactions contemplated hereby and thereby Merger Sub 2, have been duly authorized by all necessary corporate action or limited liability company action, as applicable, on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanParent, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional AgreementsMerger Sub 1 and Merger Sub 2. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party andeach of Parent, Merger Sub 1 and Merger Sub 2 and (assuming the due authorization, execution and delivery by each of the other parties hereto hereto) constitutes a valid and binding agreement of each of Parent, Merger Sub 1 and Merger Sub 2 that is a party thereto enforceable against such Person in accordance with its terms (other than subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly called and held, the Board of Directors of Parent Party), has (i) determined that this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at Transactions (including the Parent Stockholder Meeting, assuming a quorum is present, is Share Issuance) are fair to and in the only vote of the holders of any best interests of Parent’s capital stock necessary to adopt stockholders and (ii) approved, adopted and declared advisable this Agreement and approve the Transactions (including the Parent Share Issuance). The Board of Directors of Merger Sub 1 has unanimously adopted resolutions (the “Parent Stockholder Approval”i) determining that this Agreement and the consummation of Transactions are fair to and in the other transactions contemplated hereby. The affirmative vote or written consent best interests of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt 1, (ii) approving, adopting and declaring advisable this Agreement and approve the Transactions, (iii) directing that this Agreement be submitted for approval and adoption by the sole stockholder of Merger Sub 1, and (iv) recommending approval and adoption of this Agreement (including the Mergers) by the sole stockholder of Merger Sub 1. The Board of Directors of neither Parent nor Merger Sub 1 has subsequently rescinded, modified or withdrawn any of the foregoing resolutions. Parent, as the managing member of Merger Sub 2, has approved this Agreement and the consummation of the other transactions contemplated herebyTransactions and Parent has not subsequently rescinded, modified or withdrawn such approval.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby and therebyhereby, and, subject to, in the case of the consummation of the Merger, subject to receipt the adoption of this Agreement by Parent as the Parent Stockholder Approvalsole shareholder of Merger Sub. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Agreements to which it is a party consummation by Merger Sub of the Merger and the consummation by each of the Parent Parties of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub, and no other corporate proceedings actions on the part of such Parent Party or Merger Sub are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the Merger or the other transactions contemplated by this Agreement (other thanhereby, subject, in the case of the Merger, to the receipt adoption of this Agreement by Parent as the sole shareholder of Merger Sub, to the filing of the Cayman Merger Documents with the Registrar of Companies of the Cayman Islands in accordance with the Companies Law. (b) The Board of Directors of Merger Sub, at a meeting duly called and held or pursuant to unanimous written resolutions, has adopted resolutions that approved this Agreement, the Merger and the other transactions contemplated are in the best interests of Merger Sub and the Board of Directors of each of Parent Stockholder Approvaland Merger Sub have adopted resolutions that approved the execution, delivery and performance of this Agreement by Parent and Merger Sub, respectively, and the consummation of the Merger and the other transactions contemplated hereby. Parent, in its capacity as the sole shareholder of Merger Sub, has executed and delivered to Merger Sub a Special Resolution (as defined in the Merger Sub Bylaws) approving the consummation by Merger Sub of the Merger and the other transactions contemplated hereby. In each case, such resolutions and consents have not been subsequently rescinded, modified or the Additional Agreements. withdrawn. (c) This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such each of Parent Party and Merger Sub and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Parent Parties (a) The Company has all requisite full corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the Transaction and the other transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalhereby. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party consummation of the Transaction and the consummation other transactions contemplated hereby have been duly, validly and approved by each the Company Board by Requisite Board Approval. Promptly following the organization of Company Virginia Sub, the Company, as the sole shareholder of Company Virginia Sub, will approve the Reincorporation Merger, the Share Exchange and waive any right to dissent from the Share Exchange for all purposes of Section 13.1-729 et seq. of the Parent Parties VSCA such that the provisions of such sections will not apply to this Agreement, the Transaction or any of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action Section 13.1-725 et seq. and 13.1-728.1 et seq. will not apply thereto. Except for the affirmative vote of the holders of not less than a majority of the outstanding Company Common Stock voting on the part of such Parent Party. No Reincorporation Merger, voting together as a single class to approve the Reincorporation Merger (the “Company Shareholder Approval”), no other corporate proceedings on the part of such Parent Party the Company are necessary to authorize approve this Agreement or the Additional Agreements to which it is a party or to consummate the Transaction or the other transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by this Agreement the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (other thansubject, in the case of enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity or by applicable conservatorship or receivership provisions of the FDIA). (b) At a meeting duly called and held, the Company Board has by the Requisite Board Approval (i) determined that this Agreement and the transactions contemplated hereby, including the Transaction, the Reincorporation Merger and the Share Exchange, are advisable and in the best interests of the Company and its shareholders and has directed that this Agreement be submitted to the Company’s shareholders for approval and adoption, (ii) recommended that such shareholders adopt and approve this Agreement and the Transaction, at a duly held meeting of such shareholders (such recommendation, the “Company Board Recommendation”), (iii) adopted a resolution to the foregoing effect, and (iv) taken all other actions necessary to exempt the Reincorporation Merger, the receipt of Share Exchange, the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party)Voting Agreement, this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation transactions contemplated by each of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject the foregoing from (A) any Defensive Measure (to the Enforceability Exceptionsextent any such action necessary for such exemption can be taken by Company Board action) or (B) any “fair price”, “moratorium”, “control share acquisition”, “interested stockholder”, “business combination” or other similar statute or regulation promulgated by a Governmental Authority (including Sections 2538 and 2541 through 2588 of Pennsylvania Law and Sections 13.1-725 et seq. The approval and 13.1-728 et seq. of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder MeetingVSCA) (collectively, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder ApprovalTakeover Statutes”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby).

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Subsidiary of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and thereby Merger Subsidiary and, except for (i) the required approval of Parent’s shareholders in connection with the Parent Stock Issuance and (ii) the approval of Parent as the sole stockholder of Merger Subsidiary, have been duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Subsidiary. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case The affirmative vote of the Merger, the receipt holders of the a majority of votes cast by holders of Parent Stockholder Approval) or the Additional Agreements. This Agreement Class A Common Stock and the Additional Agreements Parent Class B Common Stock (with each share of Parent Class A Common Stock being entitled to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each number of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party votes per share determined in accordance with their respective terms, subject Parent’s Amended and Restated Articles of Incorporation and each share of Parent Class B Common Stock being entitled to the Enforceability Exceptions. The approval a number of votes per share determined in accordance with Parent’s Amended and Restated Articles of Incorporation (which Parent Class B Common Stock is entitled to 33 1/3% of the Merger combined voting power of Parent’s Class A Common Stock and this Agreement by Class B Common Stock)) and the affirmative vote of the holders of a majority of the then outstanding shares of Parent Class B Common Stock present in person or by proxy and entitled to vote at (the “Parent Stockholder Meeting, assuming a quorum is present, is Shareholder Approval”) are the only vote votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the other transactions contemplated hereby, including the Parent Stock Issuance. The affirmative vote or written consent This Agreement, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). (b) At a meeting duly called and held, as of the sole stockholder date of the Merger Sub is the only vote this Agreement, Parent’s Board of the holders of any of Merger Sub’s capital stock necessary to adopt Directors has (i) unanimously determined that this Agreement and approve the Merger transactions contemplated hereby are fair to and in the best interests of Parent, (ii) unanimously approved and declared advisable this Agreement and the consummation of the other transactions contemplated herebyhereby and (iii) unanimously resolved to recommend that Parent’s shareholders grant the Parent Shareholder Approval (such recommendation, the “Parent Board Recommendation”).

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Sub of the transactions contemplated hereby by this Agreement are within the corporate powers and thereby authority of Parent and Merger Sub and, except for the Parent Shareholder Approval and the adoption of this Agreement by the sole stockholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of such the shareholders of Parent Partyand the stockholder of Merger Sub. No other corporate proceedings on The affirmative vote of at least a majority of the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanvotes cast, in the case of the MergerParent Share Issuance Approval, and the receipt affirmative vote of at least seventy five percent (75%) of the votes cast, in the case of the Parent Stockholder Board Size Approval) or , in each case by the Additional Agreementsholders of outstanding Parent Ordinary Shares at a duly convened and held meeting of Parent’s shareholders at which a quorum is present approving the resolution granting the Parent Share Issuance Approval and the Parent Board Size Approval, respectively, are the only votes of Parent’s shareholders necessary in connection with the consummation of the Merger. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such each of Parent Party and, and Merger Sub and (assuming the due authorization, execution and delivery by the Company) constitutes a valid, legal and binding agreement of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms (subject to the other parties hereto Bankruptcy and thereto Equity Exceptions). (other than b) At a meeting duly convened and held, the Board of Directors of Parent Party), resolved (i) that this Agreement and the Additional Agreements Merger would most likely promote the success of Parent for the benefit of its shareholders as a whole, (ii) that the Parent Share Issuance Approval and the Parent Board Size Approval be put to which such Parent Party is Parent’s shareholders at a party constitute a legalmeeting of Parent’s shareholders, valid and binding obligation of such Parent Party, enforceable against such Parent Party (iii) to recommend that Parent’s shareholders vote in accordance with their respective terms, subject to the Enforceability Exceptions. The approval favor of the Parent Share Issuance Approval and the Parent Board Size Approval (such recommendation, the “Parent Board Recommendation”). (c) The Board of Directors of Merger Sub has adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Merger Sub and its stockholder, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of its stockholder, and (iv) recommending approval and adoption of this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyits stockholder.

Corporate Authorization. Each of the The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each Parent of the Parent Parties of the transactions contemplated hereby Transactions are within Parent’s corporate powers and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No and no other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or to consummate the Additional Agreements Transactions. The execution, delivery and performance of this Agreement by Merger Sub and the consummation by Merger Sub of the Merger and the Transactions are within Merger Sub’s corporate powers and have been duly authorized by all necessary corporate action on the part of Merger Sub and no other corporate proceedings on the part of Merger Sub are necessary to which it is a party authorize this Agreement or to consummate the transactions contemplated by this Agreement Transactions (other than, in the case of with respect to the Merger, the receipt approval and adoption of this Agreement by Parent as the holder of a majority of the outstanding shares of Merger Sub Common Stock and the filing of appropriate merger documents as required by Nevada Law). The board of directors of Merger Sub has unanimously approved and declared advisable this Agreement and the Transactions, including the Merger, in accordance with the requirements of Nevada Law and resolved to recommend to Parent Stockholder Approval) or that it vote in favor of the Additional Agreementsadoption of this Agreement and the Transactions, including the Merger, in accordance with Nevada Law. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such Parent Party and Merger Sub and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation agreement of such each of Parent Partyand Merger Sub, enforceable against such each of Parent Party and Merger Sub in accordance with their respective its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar applicable Laws affecting creditors’ rights generally and by general principles of equity. Since incorporation, Merger Sub has not carried on any business or conducted any operations other than the Enforceability Exceptionsexecution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto. The approval Parent owns all of the Merger issued and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy Merger Sub capital stock, free and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders clear of any Liens. To the knowledge of Parent’s capital stock necessary Parent and Merger Sub, no state takeover statute is applicable to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of or the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyTransactions.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Stockholders’ Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Merger Agreement is amended by adding the following as a new paragraph at the end of Section 5.2 of the Merger Agreement: “As of the date of execution of the First Amendment, each of Parent Parties and Merger Sub has all requisite corporate necessary power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyFirst Amendment, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby by this Agreement (as amended by the First Amendment). As of the date of execution of the First Amendment, the board of directors of each of Parent and therebyMerger Sub has adopted resolutions approving this Agreement (as amended by the First Amendment), and the transactions contemplated by this Agreement (as amended by the First Amendment). As of the date of execution of the First Amendment, the board of directors of each of Parent and Merger Sub at a meeting duly called and held have unanimously (a) approved and declared advisable this Agreement (as amended by the First Amendment) and the transactions contemplated by this Agreement (as amended by the First Amendment), including the Tender Offer, as supplemented in accordance with the First Amendment, and (b) declared that it is in the case best interests of the Mergerstockholders of Parent or Merger Sub that Parent or Merger Sub, as applicable, enter into the First Amendment and this Agreement (as amended by the First Amendment) and consummate the Merger and any other transactions contemplated by the First Amendment and this Agreement (as amended by the First Amendment) on the terms and subject to receipt the conditions set forth in the First Amendment and this Agreement (as amended by the First Amendment). As of the Parent Stockholder Approval. The date of execution of the First Amendment, the execution, delivery and delivery performance of the First Amendment, by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party Merger Sub and the consummation by each of the Parent Parties and Merger Sub of the transactions contemplated hereby and thereby by this Agreement (as amended by the First Amendment) have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub, and no other corporate proceedings on the part of such Parent Party or Merger Sub are necessary to authorize this Agreement or approve the Additional Agreements to which it is a party First Amendment or to consummate the transactions contemplated by this Agreement (other thanas amended by the First Amendment), in subject to the case adoption of this Agreement (as amended by the First Amendment) by Parent as the sole direct or indirect stockholder of Merger Sub. As of the Mergerdate of execution of the First Amendment, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute First Amendment constitutes a legal, valid and binding obligation agreement of such Parent Party, enforceable against such Parent Party in accordance with their respective termsand Merger Sub, subject to the Enforceability Exceptions. The approval As of the Merger and this Agreement by the affirmative vote date of holders of a majority execution of the then outstanding shares First Amendment, no vote or consent of the stockholders of Parent Common Stock present is required by applicable Law, or the certificate of incorporation or bylaws or other equivalent organizational documents of Parent in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve connection with the Merger (the “Parent Stockholder Approval”) and the consummation of or the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt by this Agreement and approve (as amended by the Merger and the consummation of the other transactions contemplated herebyFirst Amendment).”

Corporate Authorization. Each Parent has, and at the time of the Parent Parties has its incorporation, Merger Sub will have, all requisite corporate power and authority to execute and deliver this Agreement (in the case of Merger Sub, by executing and delivering the Additional Agreements to which it is a partyJoinder Agreement), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalhereby. The execution and delivery by each of the Parent Parties of this Agreement (in the case of Merger Sub, by executing and delivering the Additional Agreements to which it is a party Joinder Agreement) by Xxxxxx and Xxxxxx Sub, the performance of their obligations hereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been (in the case of Parent) or will have been upon the execution and delivery of the Joinder Agreement (in the case of Merger Sub) duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Sub. No other corporate proceedings proceeding on the part of such Parent Party are or Merger Sub is necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by execution and delivery of this Agreement (other than, in the case of Merger Sub, by the Mergerexecution and delivery of the Joinder Agreement), the receipt performance by Xxxxxx and Xxxxxx Sub of their obligations hereunder and the consummation by Xxxxxx and Xxxxxx Sub of the Parent Stockholder Approval) or the Additional Agreementstransactions contemplated hereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand, upon the execution and delivery of the Joinder Agreement by Merger Sub, will constitute a valid and binding obligation of Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. As of the date of this Agreement, the Parent Board has, and, upon the execution and delivery of the Joinder Agreement by Xxxxxx Sub, the board of director of Merger Sub will have, approved and declared advisable this Agreement and the transactions contemplated hereby. Upon the execution and delivery of the Joinder Agreement by Xxxxxx Sub, Parent, as the sole stockholder of Merger Sub, will have approved and adopted this Agreement and the transactions contemplated hereby. The approval Parent Board, at a meeting duly called and held, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger and this Agreement by the affirmative vote of holders of a majority of Parent Share Issuance, are fair to, and in the then outstanding shares best interests of, Parent and its stockholders, (ii) determined that it is in the best interests of Parent Common Stock present in person or by proxy and entitled its stockholders and declared it advisable for Parent to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt enter into this Agreement and approve perform its obligations hereunder and (iii) approved the Merger (execution and delivery by Parent of this Agreement, the “performance by Parent Stockholder Approval”) of its covenants and agreements contained herein and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt by this Agreement and approve Agreement, including the Merger and the consummation of Parent Share Issuance, upon the other transactions contemplated herebyterms and subject to the conditions contained herein.

Corporate Authorization. Each (a) The execution, delivery and performance by Acquiror and Merger Subsidiary of this Agreement, and by Acquiror of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyOption Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Acquiror and Merger Subsidiary of the transactions contemplated hereby and thereby are within the corporate powers of Acquiror and Merger Subsidiary and have been duly authorized by all necessary corporate action on the part action, except for any required approval by Acquiror's stockholders of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of i) the Merger, (ii) the receipt amendment of Acquiror's certificate of incorporation to increase the Parent Stockholder Approval) or the Additional Agreements. This Agreement authorized shares of Acquiror Common Stock and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party change Acquiror's name in accordance with their respective termsSection 2.01 and (iii) the issuance of Acquiror Common Stock in connection with the Merger (clauses (i), subject to (ii) and (iii) being the Enforceability Exceptions"Acquiror Stockholder Approval") and except for the designation by the Board of Directors of shares of the Acquiror's authorized preferred stock as Acquiror Preferred Stock. The approval of the Merger and this Agreement by the affirmative vote of the holders of shares of Acquiror Common Stock and shares of Class A Preferred Stock having votes representing a majority of the then outstanding shares of Parent Common Stock present in person or votes cast by proxy and entitled to vote at the Parent Stockholder Meetingall such shares, assuming voting together as a quorum is presentsingle class, is the only vote of the holders of any of Parent’s Acquiror's capital stock necessary to adopt in connection with obtaining the Acquiror Stockholder Approval. Assuming due authorization, execution and delivery of this Agreement and approve the Option Agreement by the Company, this Agreement constitutes a valid and binding agreement of each of Acquiror and Merger (the “Parent Stockholder Approval”) Subsidiary and the consummation Option Agreement constitutes a valid and binding agreement of the other transactions contemplated herebyAcquiror, in each case enforceable against 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 affirmative vote or written consent shares of Acquiror Common Stock and Acquiror Preferred Stock issued pursuant to the sole stockholder Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) Acquiror's Board of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt Directors, at a meeting duly called and held, has (i) approved this Agreement and approve the Merger Option Agreement and the consummation transactions contemplated hereby and thereby (including the Merger), and (ii) resolved (subject to Section 6.04) to recommend approval by its stockholders of the other transactions contemplated herebymatters constituting the Acquiror Stockholder Approval.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party (including with respect to the PIPE Investment) have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of (a) Parent has and, immediately prior to executing and delivering the Parent Parties has Merger Sub Joinder Merger Sub will have, all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalhereby. The execution and delivery by each of the Parent Parties of this Agreement by Parent and the Additional Agreements to which it is a party Merger Sub Joinder by Merger Sub, the performance of their obligations hereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been been, or will be in the case of Merger Sub, duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Sub. No other corporate proceedings proceeding on the part of such Parent Party are is, or on the part of Merger Sub will be upon the execution and delivery of the Merger Sub Joinder, necessary to authorize the execution and delivery of this Agreement or Agreement, the Additional Agreements to which it is a party or to consummate performance by Parent and Merger Sub of their obligations hereunder and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andAgreement, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement Matrix and the Additional Agreements to which such Parent Party is Company, constitutes a party constitute a legal, valid and binding obligation of such each of Parent Partyand, following the execution and delivery of the Merger Sub Joinder, Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval . (b) As of the date of this Agreement, the Parent Board has and, as of the date of the Merger Sub Joinder the board of directors of Merger Sub will have, approved and declared advisable this Agreement by and the affirmative vote transactions contemplated hereby. Parent, as the sole shareholder of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy Merger Sub, will approve and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the transactions contemplated hereby prior to the execution and delivery of the Merger Sub Joinder by Merger Sub. The Parent Board, acting by written consent, has duly and unanimously adopted resolutions that have not been withdrawn or amended that (i) determined that the “terms of this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of, Parent Stockholder Approval”and its sole stockholder, (ii) determined that it is in the best interests of Parent and its sole stockholder and declared it advisable for Parent to enter into this Agreement and perform its obligations hereunder and (iii) approved the execution and delivery by Parent of this Agreement, the performance by Parent of its covenants and agreements contained herein and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of by this Agreement, including the sole stockholder of Merger, upon the Merger Sub is terms and subject to the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyconditions contained herein.

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Subsidiary of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and thereby Merger Subsidiary and have been duly authorized by all necessary corporate action on the part action. Parent, as sole stockholder of such Parent PartyMerger Subsidiary, has approved and adopted this Agreement. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the Assuming due authorization, execution and delivery by the Company, this Agreement constitutes a valid and binding agreement of each of the Parent and Merger Subsidiary, enforceable against each of Parent and Merger Subsidiary in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other parties hereto laws affecting creditors’ rights generally and thereto general principles of equity). (other than a Parent Party), b) Parent’s Board of Directors has (i) determined that this Agreement and the Additional Agreements transactions contemplated hereby (including the issuance of Parent Common Stock to which such the holders of Company Stock and Company RSUs in connection with Merger) are fair to and in the best interests of the Parent’s stockholders and (ii) approved the issuance of Parent Party is Common Stock to the holders of Company Stock and Company RSUs in connection with Merger. The board of directors of Merger Subsidiary has adopted a party constitute a legalresolution approving, valid and binding obligation declaring it advisable that the stockholders of such Parent PartySubsidiary approve, enforceable against such Parent Party in accordance with their respective terms, this Agreement (including the Merger on the terms and subject to the Enforceability Exceptionsconditions set forth in this Agreement). The approval stockholder of Merger Subsidiary has adopted a resolution approving and declaring advisable this Agreement and the transactions contemplated hereby (including the Merger on the terms and conditions set forth in this Agreement). (c) No approval, consent or vote of the Merger and stockholders of Parent or any of its affiliates or the holders of any other securities of Parent or any of its affiliates (equity or otherwise), is required by any applicable Law, the certificate of incorporation or bylaws of Parent or any of its affiliates or the applicable rules of the any exchange on which securities of Parent or any of its affiliates are traded, in order for Parent or any of its affiliates to consummate or effect the transactions contemplated by this Agreement by including the affirmative vote of holders of a majority Merger, the issuance of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at connection with the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyMerger.

Corporate Authorization. The Board of Directors or comparable governing body of each of Buyer and Merger Sub has approved and adopted this Agreement and the transactions contemplated hereby in accordance with applicable Laws. Buyer, as the sole stockholder of Merger Sub, has approved and adopted this Agreement in accordance with the DGCL. Each of Buyer and Merger Sub has the Parent Parties has all requisite corporate power and authority to execute enter into and deliver this Agreement and the Additional Agreements each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution execution, delivery and delivery performance by each of the Parent Parties Buyer and Merger Sub of this Agreement and the Additional Agreements each other Transaction Document to which it either is a party and the consummation by each of the Parent Parties Buyer and Merger Sub of the transactions contemplated hereby and thereby thereby, including the Merger, have been duly authorized by all necessary corporate corporate, limited liability company or partnership action on the part of such Parent Party. No other corporate proceedings Buyer and Merger Sub, and no further action or proceeding is required on the part of such Parent Party are necessary Buyer or Merger Sub, or their respective boards of directors or stockholders, to authorize this Agreement or the Additional Agreements and each other Transaction Document to which it either is a party or to consummate the consummation of the transactions contemplated by this Agreement (other thanhereby, in the case of including the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and each of the Additional Agreements Transaction Documents to which such Parent Party Buyer or Merger Sub is a party have has been or, to the extent applicable, will be duly and validly executed and delivered by such Parent Party and, assuming Buyer and Merger Sub. Assuming the due authorization, execution and delivery by each of the other parties hereto Parties and thereto (the validity and binding effect hereof on the other than a Parent Party)Parties, this Agreement and each of the Additional Agreements Transaction Documents to which such Parent Party is Buyer or Merger Sub are a party constitutes or, to the extent applicable, will constitute a the legal, valid and binding obligation of such Parent Party, each of Buyer and Merger Sub enforceable against such Parent Party it in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement in each case except as such enforceability may be limited by the affirmative vote Laws of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy general application relating to bankruptcy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) insolvency and the consummation relief of the debtors and rules of Law governing specific performance, injunctive relief or other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyequitable remedies.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby, and Parent has all requisite corporate power and authority to execute and deliver the Fortress Voting Agreement, to perform its obligations thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement by Parent and Merger Sub, the Additional Agreements to which it is a party performance of their obligations hereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and the execution and delivery of the Fortress Voting Agreement by Parent, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of such Parent. Other than the approval of the Parent Party. No Share Issuance by a majority of all votes cast at the Parent Meeting by holders of outstanding shares of Parent Common Stock and outstanding shares of Parent Preferred Stock (on an as-converted to Parent Common Stock basis as determined in accordance with Parent’s amended and restated certificate of incorporation), voting together as a single class (the “Parent Stockholder Approval”), no other corporate proceedings proceeding on the part of such Parent Party are or Merger Sub is necessary to authorize the execution and delivery of this Agreement or Agreement, the Additional Agreements Fortress Voting Agreement, the performance by Parent and Merger Sub of their respective obligations hereunder and, with respect to which it is a party or to consummate Parent only, thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and, with respect to Parent only, thereby. This Agreement, assuming due authorization, execution and delivery by this Agreement (other thanthe Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against each party in accordance with its terms, subject to the case Enforceability Exceptions, and each of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andFortress Voting Agreement, assuming the due authorization, execution and delivery by each of the other parties hereto and party thereto (other than a Parent Partyexcept for Parent), this Agreement and the Additional Agreements to which such Parent Party is constitutes a party constitute a legal, valid and binding obligation of such Parent PartyParent, enforceable against such Parent Party in accordance with their respective its terms, subject to the Enforceability Exceptions. . (b) The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at Board has unanimously approved the Parent Stockholder MeetingBoard Resolutions, assuming a quorum is present, is and the only vote board of the holders directors of any of Parent’s capital stock necessary to adopt Merger Sub has approved and declared advisable this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder ApprovalTransactions. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub (subject, with respect to Merger Sub, only to approval by its sole stockholder, which will be effected by written consent immediately following the execution of this Agreement), and no other corporate proceedings on the part of such Parent Party and Merger Sub are necessary to authorize the execution and delivery of this Agreement or the Additional Agreements to which it is a party or for each of Parent and Merger Sub to consummate the transactions contemplated by this Agreement Transactions (other than, in the case of with respect to the Merger, the receipt filing of the Parent Stockholder Approval) or Certificate of Merger with the Additional AgreementsDelaware Secretary of State). This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming Assuming the due authorization, execution and delivery by each the Company of the other parties hereto and thereto (other than a Parent Party)this Agreement, this Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such each of Parent Partyand Merger Sub, enforceable against such Parent Party each of them in accordance with their respective its terms, subject to the Enforceability Exceptions. . (b) The approval board of the directors or similar governing body of each of Parent and Merger and Sub has duly adopted resolutions (i) determining that this Agreement by and the affirmative Transactions are advisable and in the best interests of Parent, Merger Sub and their respective stockholders or other equityholders, as applicable and (ii) adopting this Agreement and the Transactions. Parent, acting in its capacity as the sole stockholder of Merger Sub, will immediately after execution hereof approve and adopt this Agreement. (c) No vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person of, or by proxy and entitled to vote at the Parent Stockholder Meetingconsent by, assuming a quorum is present, is the only vote of the holders of any Equity Securities of Parent’s capital stock Parent is necessary to adopt authorize the execution, delivery and performance by Parent of this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote Transactions or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of otherwise required by Parent’s organizational documents, Applicable Law or any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyGovernmental Authority.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby, except that the approval of the Amended Parent Charter requires the approval of a majority of the issued and outstanding shares of Parent Common Stock and approval of the members of the Board of Directors of Parent immediately after the Closing requires a plurality of the votes cast. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute performance by Parent, Bidco and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by Parent, Bidco and each of the Parent Parties Merger Sub of the transactions contemplated hereby by this Agreement are within the corporate powers and thereby authority of Parent, Bidco and each Merger Sub and, except for the Parent Shareholder Approval and the adoption of this Agreement by the sole stockholders of Bidco and Merger Sub I and the approval of this Agreement by the sole member of Merger Sub II, have been duly authorized by all necessary corporate action on the part of such Parent, Bidco and each Merger Sub. The affirmative vote of a majority of the votes cast by the holders of outstanding Parent Party. No other corporate proceedings on the part Ordinary Shares at a duly convened and held meeting of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to Parent’s shareholders at which it a quorum is a party or to consummate present (i) approving the transactions contemplated by this Agreement (other thanincluding, if required, with respect to the issuance of Parent ADSs in connection with the First Merger (the “Parent ADS Issuance”)), (ii) authorizing the Board of Directors of Parent (or a duly authorized committee thereof) to (x) allot and issue the Parent Ordinary Shares underlying the Parent ADSs issued in connection with the First Merger and (y) authorize Parent and its Subsidiaries to incur borrowings in excess of the limit on “moneys borrowed” set out in the case Parent Organizational Documents (as in effect on the date hereof), provided that the total amount of “moneys borrowed” so authorized shall not exceed (taking into account any borrowings required to fund the MergerFinancing Amount) £5.0 billion and (iii) approving any Company Stock Plan to the extent considered necessary by Parent under English law or regulation to give effect to Section 2.08 or to the rights of any holder of any options or awards under any Company Stock Plan, such resolutions being proposed in the Parent Circular as being inter-conditional on one another (and being, collectively, the receipt of the “Parent Stockholder Shareholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party”), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is are the only vote approvals and/or votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the other Mergers. This Agreement has been duly executed and delivered by each of Parent, Bidco and each Merger Sub and (assuming due authorization, execution and delivery by the Company) constitutes a valid, legal and binding agreement of each of Parent, Bidco and each Merger Sub enforceable against Parent, Bidco and each Merger Sub in accordance with its terms (subject to the Bankruptcy and Equity Exceptions). (b) At a meeting duly convened and held, the Board of Directors (or a duly authorized committee of the Board of Directors) of Parent unanimously adopted resolutions that (i) this Agreement and the transactions contemplated hereby will be most likely to promote the success of Parent for the benefit of its shareholders as a whole, (ii) approved this Agreement and the transactions contemplated hereby. The affirmative vote or written consent , (iii) resolved that the approval of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger transactions contemplated hereby (including the resolutions required to be passed for the purposes of the Parent Shareholder Approval) be submitted to a vote at a meeting of Parent’s shareholders and (iv) resolved to recommend the approval of the transactions contemplated by this Agreement (including the resolutions required to be passed for the purposes of the Parent Shareholder Approval) by Parent’s shareholders (such recommendation, the “Parent Board Recommendation”). Except as permitted by Section 7.02, the Board of Directors of Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. (c) The Board of Directors of Bidco has unanimously adopted resolutions (i) determining that this Agreement and the consummation of the other transactions contemplated herebyhereby (including the Mergers) are fair to and in the best interests of Bidco and its stockholder and (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers). The Board of Directors of Merger Sub I has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Mergers) are fair to and in the best interests of Merger Sub I and its stockholder, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers), (iii) directing that the approval and adoption of this Agreement be submitted to a vote of its stockholder, and (iv) recommending approval and adoption of this Agreement by its stockholder. (d) The sole member of Merger Sub II has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Mergers) are fair to and in the best interests of Merger Sub II and its sole member and (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby (including the Mergers).

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Subsidiary of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and thereby Merger Subsidiary and, except for (i) the required approval of Parent’s shareholders in connection with the Parent Stock Issuance and (ii) the approval of Parent as the sole stockholder of Merger Subsidiary, have been duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Subsidiary. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case The affirmative vote of the Merger, the receipt holders of the a majority of votes cast by holders of Parent Stockholder Approval) or the Additional Agreements. This Agreement Class A Common Stock and the Additional Agreements Parent Class B Common Stock (with each share of Parent Class A Common Stock being entitled to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each number of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party votes per share determined in accordance with their respective terms, subject Parent’s Amended and Restated Articles of Incorporation and each share of Parent Class B Common Stock being entitled to the Enforceability Exceptions. The approval a number of votes per share determined in accordance with Parent’s Amended and Restated Articles of Incorporation (which Parent Class B Common Stock is entitled to 33 1/3% of the Merger combined voting power of Parent’s Class A Common Stock and this Agreement by Class B Common Stock)) and the affirmative vote of the holders of a majority of the then outstanding shares of Parent Class B Common Stock present in person or by proxy and entitled to vote at (the “Parent Stockholder Meeting, assuming a quorum is present, is Shareholder Approval”) are the only vote votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the other transactions contemplated hereby, including the Parent Stock Issuance. The affirmative vote or written consent This Agreement, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). (b) At a meeting duly called and held, as of the sole stockholder date of the Merger Sub is the only vote this Agreement, Parent’s Board of the holders of any of Merger Sub’s capital stock necessary to adopt Directors has (i) unanimously determined that this Agreement and approve the Merger transactions contemplated hereby are fair to and in the best interests of Parent, (ii) unanimously approved and declared advisable this Agreement and the consummation of the other transactions contemplated herebyhereby and (iii) unanimously resolved to recommend that Parent’s shareholders grant the Parent Shareholder Approval (such recommendation, the “Parent Board Recommendation”).

Corporate Authorization. Each of the Parent Parties has (and in the case of the Acquirer and Xxxxxx Sub, upon execution of a joinder to this Agreement, will have) all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the MergerMergers, subject to receipt of the Parent Stockholder Shareholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party, save for the receipt of the Parent Shareholder Approval. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of than the Parent Stockholder Shareholder Approval) or the Additional Ancillary Agreements. This Agreement and the Additional Ancillary Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Ancillary Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Parent Parties Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Purchaser Stockholder Approval. The execution and delivery by each of the Parent Parties Purchaser of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent PartyPurchaser. No other corporate proceedings on the part of such Parent Party Purchaser are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement or the Additional Agreements (other than, in the case of the Merger, than the receipt of the Parent Purchaser Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party Purchaser is a party have been duly executed and delivered by such Parent Party Purchaser and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party)thereto, this Agreement and the Additional Agreements to which such Parent Party Purchaser is a party constitute a legal, valid and binding obligation of such Parent PartyPurchaser, enforceable against such Parent Party Purchaser in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Purchaser Common Stock present in person or by proxy and entitled to vote at the Parent Purchaser Stockholder Meeting, assuming a quorum is presentpresent (the “Purchaser Stockholder Approval”), is the only vote of the holders of any of ParentPurchaser’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger Acquisition and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent DSAC Parties has all requisite corporate or similar organizational power and authority to execute and deliver this Agreement and the Additional Agreements each Ancillary Agreement to which such DSAC Party is (or is specified to be) a party and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Agreement to which a DSAC Party is (or is specified to be) a party, to perform its obligations hereunder and thereunder, and to consummate the consummation of the transactions contemplated hereby and thereby, in have been duly and validly authorized and approved by the case board of directors of each DSAC Party, and no other corporate or similar organizational action on the Merger, subject part of any DSAC Party or any holders of any Equity Securities of any DSAC Party is necessary to receipt of authorize the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties such DSAC Party of this Agreement and or the Additional Ancillary Agreements to which it such DSAC Party is (or is specified to be) a party party, the performance by such DSAC Party of its obligations hereunder and thereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on thereby, other than (i) the part DSAC Shareholder Approval and (ii) the adoption of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or by DSAC in its capacity as the Additional Agreements to sole shareholder of Merger Sub, which it is a party or to consummate adoption will occur immediately following the transactions contemplated by execution of this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementsby Merger Sub. This Agreement has been duly and validly executed and delivered by each of the Additional Agreements DSAC Parties and, assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the DSAC Parties, enforceable against each of the DSAC Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which such Parent a DSAC Party is (or is specified to be) a party have been duly party, when executed and delivered by such Parent Party DSAC Party, will be duly and validly executed and delivered by such DSAC Party, and, assuming the due authorizationsuch Ancillary Agreement constitutes a legal, execution valid and delivery by each binding obligation of the other parties hereto and thereto (other than a Parent Party)thereto, this Agreement and the Additional Agreements to which such Parent Party is a party will constitute a legal, valid and binding obligation of such Parent DSAC Party, enforceable against such Parent DSAC Party in accordance with their respective its terms, subject to the Enforceability Exceptions. applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, DSAC Shareholder Approval is the only vote of the holders of any of ParentDSAC’s share capital stock necessary to adopt in connection with the entry into this Agreement and approve by the Merger (the “Parent Stockholder Approval”) DSAC Parties, and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent , including the Closing. (c) At a meeting duly called and held, the board of directors of each of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt DSAC Parties has unanimously: (i) approved this Agreement and approve the Merger transactions contemplated by this Agreement, (ii) determined that this Agreement and the consummation transactions contemplated hereby are advisable and in the best interests of their respective stockholders; (iii) determined that the fair market value of the other Company is equal to at least 80% of the Trust Account, as applicable; (iv) approved the transactions contemplated herebyby this Agreement as a Business Combination; and (v) resolved to recommend to the Pre-Closing DSAC Holders approval of the transactions contemplated by this Agreement (the “DSAC Board Recommendation”).

Corporate Authorization. Each of the Parent Parties has all requisite corporate power (a) The execution, delivery and authority to execute performance by Guaranty and deliver this Agreement and the Additional Agreements to which it is a partyGuaranty Bank, to perform its obligations hereunder and thereunderas applicable, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements each other Transaction Document to which it Guaranty or Guaranty Bank is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby are within their corporate powers and have been duly authorized by all necessary corporate action on the part of such Parent Partyaction. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the Assuming due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party)thereto, this Agreement and each of the Additional Agreements other Transaction Documents to which such Parent Party Guaranty or Guaranty Bank is a party constitute constitutes a legal, valid and binding obligation agreement of such Parent PartyGuaranty or Guaranty Bank, as applicable, and is enforceable against such Parent Party Guaranty and Guaranty Bank, as applicable, in accordance with their respective its terms, subject except to the extent that enforceability may be limited by any Enforceability Exceptions. The approval of Except for any votes, approvals and consents obtained prior to the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person date hereof, no votes, approvals or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote consents of the holders of any of ParentGuaranty’s capital stock are necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the Merger or any other transactions transaction contemplated hereby. The affirmative vote or written consent of by a Transaction Document. (b) At a meeting duly called and held, the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt Guaranty Board has unanimously: (i) determined that this Agreement and approve the transactions contemplated hereby (including the Merger) are fair to and in the best interests of the stockholders of Guaranty; and (ii) adopted and approved this Agreement; ((i) and (ii) together, the “Guaranty Board Approval”), and no other corporate actions or proceedings on the part of the Guaranty Board are necessary in connection with the authorization, execution and delivery by Guaranty of this Agreement and the Transaction Documents to which Guaranty is or will be a party and the performance by Guaranty of the Merger and the consummation of the other transactions contemplated herebyhereby and thereby. Guaranty has delivered to the Company a certified copy of the Guaranty Board Approval which has not been, and at the Closing will not have been, revoked, rescinded or amended.

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Subsidiary of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and thereby Merger Subsidiary and, except for (i) the required approval of Parent’s shareholders in connection with the Parent Stock Issuance and (ii) the approval of Parent as the sole stockholder of Merger Subsidiary, have been duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Subsidiary. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case The affirmative vote of the Merger, the receipt holders of the a majority of votes cast by holders of Parent Stockholder Approval) or the Additional Agreements. This Agreement Class A Common Stock and the Additional Agreements Parent Class B Common Stock (with each share of Parent Class A Common Stock being entitled to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each number of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party votes per share determined in accordance with their respective terms, subject Parent’s Amended and Restated Articles of Incorporation and each share of Parent Class B Common Stock being entitled to the Enforceability Exceptions. The approval a number of votes per share determined in accordance with Parent’s Amended and Restated Articles of Incorporation (which Parent Class B Common Stock is entitled to 33 1/3% of the Merger combined voting power of Parent’s Class A Common Stock and this Agreement by Class B Common Stock)) and the affirmative vote of the holders of a majority of the then outstanding shares of Parent Class B Common Stock present in person or by proxy and entitled to vote at (the “ Parent Stockholder Meeting, assuming a quorum is present, is Shareholder Approval ”) are the only vote votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and in connection with the consummation of the other transactions contemplated hereby, including the Parent Stock Issuance. The affirmative vote or written consent This Agreement, assuming due authorization, execution and delivery by the Company, constitutes a valid and binding agreement of each of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). (b) At a meeting duly called and held, as of the sole stockholder date of the Merger Sub is the only vote this Agreement, Parent’s Board of the holders of any of Merger Sub’s capital stock necessary to adopt Directors has (i) unanimously determined that this Agreement and approve the Merger transactions contemplated hereby are fair to and in the best interests of Parent, (ii) unanimously approved and declared advisable this Agreement and the consummation of the other transactions contemplated herebyhereby and (iii) unanimously resolved to recommend that Parent’s shareholders grant the Parent Shareholder Approval (such recommendation, the “ Parent Board Recommendation ”).

Corporate Authorization. Each of the Parent Parties (a) Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, the Governance Agreement and the Additional Ancillary Agreements to which it is a they are party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder ApprovalTransactions. The execution execution, delivery and delivery performance by each of the Parent Parties Purchaser of this Agreement, the Governance Agreement and the Additional Ancillary Agreements to which it is a they are party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No Purchaser, and no other corporate proceedings on the part of such Parent Party Purchaser (or the Investor) are necessary to authorize the execution and delivery of this Agreement, the Governance Agreement or and the Additional Ancillary Agreements to which it is a they are party or for Purchaser to consummate the transactions contemplated by this Agreement Transactions (other than, in with respect to the case Amendment Proposal, the filing of the Merger, Amended Articles and related documentation with the receipt Registrar of Companies of the Parent Stockholder Approval) or the Additional AgreementsCayman Islands). This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming Assuming the due authorization, execution and delivery by the Company and each Seller of the other parties hereto and thereto (other than a Parent Party)this Agreement, this Agreement, the Governance Agreement and the Additional any Ancillary Agreements to which such Parent Party Purchaser is a party constitute a has been duly and validly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of such Parent PartyPurchaser, enforceable against such Parent Party each of them in accordance with their respective its terms, subject to the Enforceability Exceptions. . (b) The approval board of directors or similar governing body of Purchaser has duly adopted resolutions (i) determining that this Agreement, the Merger Governance Agreement and the Ancillary Agreements to which they are party and the Transactions are advisable and in the best interests of Purchaser and its shareholders or other equityholders, as applicable and (ii) adopting this Agreement, the Governance Agreement by and the affirmative Ancillary Agreements to which they are party and the Transactions. (c) No vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person of, or by proxy and entitled to vote at the Parent Stockholder Meetingconsent by, assuming a quorum is present, is the only vote of the holders of any equity interests of Parent’s capital stock Purchaser is necessary to adopt authorize the execution, delivery and performance by Purchaser of this Agreement, the Governance Agreement and approve the Merger (the “Parent Stockholder Approval”) Ancillary Agreements to which it is party and the consummation of the other transactions contemplated hereby. The affirmative vote Transactions or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of otherwise required by Purchaser’s Organizational Documents, Applicable Law or any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyGovernmental Authority.

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Sub of the transactions contemplated hereby are within the corporate powers of Parent and thereby Merger Sub and, except for the Parent Shareholder Approval and the approval of the Merger and the transactions contemplated hereby by Parent as the sole shareholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional AgreementsParent. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto Merger Sub and thereto (other than constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation agreement of such Parent Party, and Merger Sub enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to the Enforceability Exceptionsor affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The approval only votes of the holders of any class or series of capital stock of Parent necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement by are the affirmative vote votes (the “Parent Shareholder Transaction Approval”) of (i) the holders of Parent Common Stock and Parent Preferred Stock, voting together as a single class, (A) representing a majority of the then outstanding votes eligible to be cast by such holders approving the amendment of Parent’s articles of incorporation in accordance with Section 7.02(a)(i)(B), (B) representing a majority of the voting power of such shares present and entitled to vote to approve the issuance of Parent Common Stock in connection with the Merger and (C) representing a majority of the voting power of such shares present and entitled to vote to approve the amendment of Parent’s bylaws in accordance with Section 7.02(a)(ii) and (ii) the holders of Parent Common Stock, voting separately as a single class, representing a majority of the votes eligible to be cast by such holders approving the amendment of Parent’s articles of incorporation to increase the number of authorized shares of Parent Common Stock present in person or by proxy and entitled to connection with the Merger. The affirmative vote at (the “Parent Shareholder Charter Approval” and, together with the Parent Stockholder MeetingShareholder Transaction Approval, assuming a quorum is present, is the only vote “Parent Shareholder Approval”) of the holders of any Parent Common Stock and Parent Preferred Stock, voting together as a single class, representing two-thirds of the votes eligible to be cast by such holders, shall be required to amend Parent’s capital stock necessary articles of incorporation to adopt eliminate Article V of the articles of incorporation, such that Parent’s articles of incorporation shall be in accordance with Section 7.02(a)(i)(A). (b) At a meeting duly called and held, Parent’s Board of Directors has (i) unanimously determined that this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent hereby are fair to and in the best interests of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt Parent and its shareholders, (ii) unanimously approved this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyhereby and (iii) unanimously resolved (subject to Section 7.05) to recommend that Parent’s shareholders grant the Parent Shareholder Approval.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite corporate necessary organizational power and authority to execute and deliver this Agreement and and, subject to the Additional Agreements to adoption of this Agreement by Connecticut General Corporation, the sole stockholder of Merger Sub (the “Merger Sub Stockholder Approval”) which it is a partywill be obtained immediately following the execution hereof, to perform its obligations hereunder and thereunder, and to consummate the Merger, the Financing and the other transactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Merger Sub of the Merger, the Financing and the other transactions contemplated hereby have been duly and therebyvalidly authorized by the Board of Directors of Parent and the Board of Directors of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger, the Financing or the other transactions contemplated hereby, subject, in the case of the Merger, subject to receipt obtaining the Merger Sub Stockholder Approval and the filing of the Parent Stockholder Approval. The execution and delivery by each Certificate of Merger with the Secretary of State of the Parent Parties State of this Agreement and Delaware in accordance with the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional AgreementsDGCL. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party and Merger Sub and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. Bankruptcy and Equity Exception. (b) The approval Board of Directors of Parent, at a meeting duly called and held, has adopted resolutions declaring it advisable for Parent to enter into this Agreement and approving the Merger execution, delivery and performance of this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation by Parent of the Merger, the Financing and the other transactions contemplated hereby. The affirmative vote or written consent Board of the sole stockholder Directors of the Merger Sub is has unanimously adopted resolutions approving the only vote execution, delivery and performance of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the by Merger Sub and the consummation by Merger Sub of the Merger, the Financing and the other transactions contemplated hereby. Such resolutions have not been subsequently rescinded, modified or withdrawn.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Ancillary Agreements. This Agreement and the Additional Ancillary Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Ancillary Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Subsidiary of this Agreement and the Additional Agreements each other Transaction Document to which it Parent or Merger Subsidiary is or will be a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby are within its corporate powers, and, except for the approval of the issuance of the shares of Parent Stock to be issued pursuant to Article 2 (the “Parent Stock Issuance”) by a majority of the votes cast at a meeting of stockholders of Parent where the total vote cast with respect to such issuance represents over fifty percent in interest of the Parent Stock entitled to vote on such issuance (the “Parent Stockholder Approval”), have been duly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Subsidiary and no other corporate corporate, shareholder or other similar proceedings on the part of such Parent Party or Merger Subsidiary are necessary to authorize this Agreement or the Additional Agreements to which it is a party any other Transaction Document or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) hereby or the Additional Agreementsthereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto Transaction Documents to which Parent or Merger Subsidiary is or will be a party constitutes, or will when executed and thereto delivered constitute, a valid and binding agreement of Parent and Merger Subsidiary, as applicable, enforceable against Parent and Merger Subsidiary, as applicable, in accordance with its terms, except to the extent that enforceability may be limited by (other than i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies and (ii) general principles of equity, whether in a Parent Partyproceeding at law or in equity. (b) Parent’s Board of Directors has (i), . unanimously determined that this Agreement and the Additional Agreements other Transaction Documents to which such Parent Party is a party constitute party, and the transactions contemplated hereby and thereby (including the Merger), are advisable, fair to and in the best interests of Parent’s stockholders, (ii). unanimously approved and adopted this Agreement and the other Transaction Documents to which Parent is a legalparty, valid and binding obligation of such Parent Partythe transactions contemplated hereby and thereby (including the Merger), enforceable against such Parent Party in accordance with their respective terms, subject and (iii). unanimously resolved to the Enforceability Exceptions. The recommend approval of the Merger and this Agreement Parent Stock Issuance by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebystockholders.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties Buyer Parent, Buyer and Merger Sub of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by each of the Parent Parties Buyer Parent, Buyer and Merger Sub of the transactions contemplated hereby Merger and thereby the other Transactions to which it is a party are within the corporate powers of Buyer Parent, Buyer and Merger Sub, as the case may be, and have been duly and validly authorized by all necessary corporate action and, assuming the adoption of this Agreement by Buyer, in its capacity as stockholder of Merger Sub (which adoption will occur on the part date of such Parent Party. No this Agreement), no other corporate proceedings on the part of such Parent Party Buyer Parent, Buyer or Merger Sub are necessary to authorize this Agreement or Agreement, the Additional Ancillary Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional AgreementsTransactions to which it is a party. This Agreement has been and each of the Additional Ancillary Agreements to which such Parent Party it is a party have been when executed will be duly and validly executed and delivered by such Parent Party each of Buyer Parent, Buyer and Merger Sub and, assuming the due authorization, execution that this Agreement and delivery by each of the other parties hereto Ancillary Agreements to which it is a party constitutes the valid and binding obligation of the counterparties thereto (other than a Parent PartyBuyer Parent, Buyer and Merger Sub), this Agreement and constitutes, or when executed will constitute, the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyBuyer Parent, Buyer and Merger Sub, as the case may be, enforceable against such Parent Party Buyer Parent, Buyer and Merger Sub, as applicable, in accordance with their respective termsits terms subject, subject as to the Enforceability Exceptions. The approval enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of the Merger general applicability relating to or affecting creditors’ rights and this Agreement by the affirmative vote to general principles of holders equity (regardless of whether such enforceability is considered in a majority of the then outstanding shares of Parent Common Stock present proceeding in person equity or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebylaw).

Corporate Authorization. Each of the Parent Parties Buyer and Spansion LLC has all requisite power, authority and legal right under its organizational documents to enter into this Agreement and any Ancillary Document to which it is or will be a party, perform its obligations under this Agreement and any Ancillary Document to which it is or will be a party and consummate the transactions contemplated thereby, and each Buyer Party has all requisite corporate power power, authority and authority legal right under its organizational documents to execute enter into any Ancillary Document to which such Buyer Party is or will be a party, perform its obligations under any Ancillary Document to which such Buyer Party is or will be a party and deliver consummate the transactions contemplated thereby. The execution, delivery, and performance by the Buyer and Spansion LLC of this Agreement and the Additional Agreements any Ancillary Documents to which it is or will be a party, to perform its obligations hereunder and thereunderthe consummation by the Buyer and Spansion LLC of the Transactions, have been duly authorized by all necessary corporate action on the part of the Buyer and Spansion LLC, and to consummate the transactions contemplated hereby execution, delivery, and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties other Buyer Party of this Agreement and the Additional Agreements any Ancillary Documents to which it is or will be a party party, and the consummation by each other Buyer Party of the Parent Parties of the transactions contemplated hereby and thereby Transactions, have been duly authorized by all necessary corporate action on the part of such Parent Buyer Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming Assuming the due authorization, execution and delivery of this Agreement by each of the other parties hereto and thereto Party (other than a Parent Partythe Buyer Parties), this Agreement constitutes a valid and legally binding agreement of the Buyer and Spansion LLC, enforceable against each of them in accordance with its terms and conditions, subject to Applicable Laws of general application relating to public policy, bankruptcy, insolvency and the Additional Agreements relief of debtors, Applicable Laws governing specific performance, injunctive relief and other equitable remedies and general principles of equity. Assuming the due authorization, execution and delivery of each Ancillary Document to which each other Buyer Party is or will be a party by the other parties thereto, (other than any Buyer Party), each Ancillary Document to which such Parent Buyer Party is or will be a party will, when executed by such Buyer Party, constitute a legal, valid and legally binding obligation agreement of such Parent Buyer Party, enforceable against such Parent Party the Buyer in accordance with their respective termsits terms and conditions, subject to Applicable Laws of general application relating to public policy, bankruptcy, insolvency and the Enforceability Exceptionsrelief of debtors, Applicable Laws governing specific performance, injunctive relief and other equitable remedies and general principles of equity. The approval Buyer has all requisite corporate power, authority and legal right to cause the Affiliates of the Merger Buyer that are or will be a party to any Ancillary Document to perform such Affiliates obligations thereunder and this Agreement to consummate the Transactions, including the transactions contemplated by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyapplicable Ancillary Document.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Shareholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are is necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Shareholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock Parent Shareholders necessary to adopt this Agreement and approve the Domestication, the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated herebyhereby is: (a) with respect to the Domestication, a Special Resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the Parent Shareholders who attend and vote at the Parent Shareholder Meeting; and (b) with respect to any other proposal proposed to the Parent Shareholders, the requisite approval required under Parent’s amended and restated memorandum and articles of association, the Cayman Islands Companies Act or other applicable law (the “Parent Shareholder Approval”). The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Shareholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Ancillary Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Ancillary Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Domestication and the Merger, the receipt of the Parent Stockholder Shareholder Approval) or the Additional Ancillary Agreements. This Agreement and the Additional Ancillary Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Ancillary Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval Approval of (i) the Merger Parent Certificate of Incorporation and this Agreement by the Parent Bylaws requires a special resolution under Cayman Islands Law, being an affirmative vote of the holders of a majority of at least two-thirds of the then outstanding shares of Parent Common Stock present in person or by proxy and Shares entitled to vote, who attend and vote at thereupon (as determined in accordance with the Parent Stockholder MeetingArticles), assuming a quorum is present(ii) this Agreement, is the only Merger, the Issuance Proposal, the Board Proposal, the LTIP Proposal, and the Adjournment Proposal are subject to the passing of, in each case, an ordinary resolution under Cayman Islands Law, being an affirmative vote of the holders of at least a majority of the outstanding Parent Common Shares entitled to vote, who attend and vote thereupon (as determined in accordance with the Parent Articles), (iii) the Domestication, a special resolution of the holder of the Parent Class B Ordinary Share, and (iv) with respect to any other proposal proposed to the holders of Parent Common Shares, the requisite approval required under the Parent Articles, the Cayman Companies Act or any other applicable Law, in each case, at Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated herebyShareholder Meeting. The affirmative vote or written consent of the sole stockholder shareholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the (a) The execution, delivery and performance by Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties and Merger Sub of the transactions contemplated hereby are within the corporate powers of Parent and thereby Merger Sub and, except for the Parent Shareholder Approval and the approval of the Merger and the transactions contemplated hereby by Parent as the sole shareholder of Merger Sub, have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional AgreementsParent. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto Merger Sub and thereto (other than constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation agreement of such Parent Party, and Merger Sub enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to the Enforceability Exceptionsor affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote votes of the holders of any class or series of Parent’s capital stock of Parent necessary to adopt in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and approve are the Merger affirmative votes (the “Parent Stockholder Shareholder Transaction Approval”) and the consummation of the other transactions contemplated herebyholders of Parent Common Stock and Parent Preferred Stock, voting together as a single class, (A) representing a majority of the votes eligible to be cast by such holders approving the amendment of Parent’s articles of incorporation in accordance with Section 7.02(a)(i)(B), (B) representing a majority of the voting power of such shares present and entitled to vote to approve the issuance of Parent Common Stock in connection with the Merger and (C) representing a majority of the voting power of such shares present and entitled to vote to approve the amendment of Parent’s bylaws in accordance with Section 7.02(a)(ii). The affirmative vote or written consent of (the sole stockholder of “Parent Shareholder Charter Approval” and, together with the Merger Sub is Parent Shareholder Transaction Approval, the only vote “Parent Shareholder Approval”) of the holders of any Parent Common Stock and Parent Preferred Stock, voting together as a single class, representing two-thirds of Merger Subthe votes eligible to be cast by such holders, shall be required to amend Parent’s capital stock necessary articles of incorporation to adopt eliminate Article V of the articles of incorporation, such that Parent’s articles of incorporation shall be in accordance with Section 7.02(a)(i)(A). (b) At a meeting duly called and held, Parent’s Board of Directors has (i) unanimously determined that this Agreement and approve the Merger transactions contemplated hereby are fair to and in the best interests of Parent and its shareholders, (ii) unanimously approved this Agreement and the consummation of the other transactions contemplated herebyhereby and (iii) unanimously resolved (subject to Section 7.05) to recommend that Parent’s shareholders grant the Parent Shareholder Approval.

Corporate Authorization. Each of the (a) Parent Parties has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party contemplated hereby subject to obtaining the Parent Requisite Stockholder Vote. The execution, delivery and performance by Parent of this Agreement and the consummation by each Parent of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Parent Parties of Board. The Parent Board has, by resolutions duly adopted, unanimously determined that this Agreement and the transactions contemplated hereby are in the best interests of Parent and thereby have been its stockholders, has approved this Agreement and the Merger, upon the terms and subject to the conditions set forth herein, approved the execution, delivery and performance by Parent of this Agreement and the consummation of the transactions to which it is a party contemplated hereby, upon the terms and subject to the conditions set forth herein and resolved, subject to Section 5.5, to recommend approval of each of the matters constituting the Parent Requisite Stockholder Vote by the stockholders of Parent (such recommendation, the “Parent Board Recommendation”) and that such matters and recommendation be submitted for consideration at a duly authorized by all necessary corporate action held meeting of the stockholders of Parent for a vote for such purposes (the “Parent Stockholders Meeting”). Except for approval of the Share Issuance, at a meeting where holders of at least 50% of the total outstanding shares of Parent Common Stock are represented and voting, the affirmative vote of holders representing at least 50% of the shares of Parent Common Stock voting at such meeting entitled to vote on such issuance (the part of such “Parent Party. No Requisite Stockholder Vote”), no other corporate proceedings on the part of such Parent Party or any other vote by the holders of any class or series of capital stock of Parent are necessary to authorize approve this Agreement or to consummate the Additional Agreements transactions contemplated hereby. The stockholders of Parent have no dissenters’ or appraisal rights in connection with the Merger or the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by Parent and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). (c) Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions to which it is a party contemplated hereby have been duly and validly authorized. and approved by the board of directors and the sole stockholder of Merger Sub. The board of directors of Merger Sub has determined that this Agreement and the transactions contemplated hereby are in the best interests of Merger Sub and its sole stockholder and has approved and adopted this Agreement. No other corporate proceeding on the part of Merger Sub is necessary to approve or adopt this Agreement or to consummate the transactions contemplated by this Agreement hereby (other than, in except for the case filing of the Certificate of Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementsas required by applicable Law). This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party Merger Sub and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than hereto, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyMerger Sub, enforceable against such Parent Party Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger Bankruptcy and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. Each of the Parent Parties Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Purchaser Stockholder Approval. The execution and delivery by each of the Parent Parties Purchaser of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent PartyPurchaser. No other corporate proceedings on the part of such Parent Party Purchaser are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, than the receipt of the Parent Purchaser Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party Purchaser is a party have been duly executed and delivered by such Parent Party Purchaser and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent PartyPurchaser), this Agreement and the Additional Agreements to which such Parent Party Purchaser is a party constitute a legal, valid and binding obligation of such Parent PartyPurchaser, enforceable against such Parent Party Purchaser in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Purchaser Common Stock present in person or by proxy and entitled to vote at the Parent Purchaser Stockholder Meeting, assuming a quorum is presentpresent (the “Purchaser Stockholder Approval”), is the only vote of the holders of any of ParentPurchaser’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger Acquisition and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements all other agreements and documents contemplated hereby to which it is a partyparty and, subject to obtaining Parent Shareholder Approval (as defined below), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby hereby. The execution, delivery and therebyperformance by Xxxxxx and Xxxxxx Sub of this Agreement, and the consummation by them of the transactions contemplated hereby, have been duly authorized and adopted by the Parent Board and the board of directors of Merger Sub, respectively, subject to obtaining Parent Shareholder Approval (as defined below). Except for (i) obtaining the affirmative vote of a majority of the votes cast by holders of issued Parent Ordinary Shares at a duly convened and held general meeting of Parent at which a quorum is present (A) authorizing the Parent Board (or a duly authorized committee thereof) to allot all Parent Ordinary Shares to be issued in connection with the case Merger (to be represented by Parent ADSs) and approving the issuance of Parent Ordinary Shares to be represented by Parent ADSs in connection with the Merger, subject to receipt and (B) any other resolutions required by Law or the rules and regulations of Nasdaq or other listing authority (the “Parent Shareholder Approval”), (ii) obtaining the approval of this Agreement by Parent as the sole stockholder of Merger Sub and (iii) filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceeding on the part of Parent Stockholder Approval. The execution or Merger Sub is necessary to authorize the execution, delivery and delivery performance by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party Xxxxxx and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by each of the other parties hereto and thereto (other than a Parent Party)hereto, this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party parties in accordance with their respective its terms, subject to except that such enforceability may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception. The approval Parent Ordinary Shares to be issued in connection with the Merger (and to be represented by Parent ADSs delivered to holders of Company Common Stock) will be issued free from all and any rights of pre-emption to which the members of the Parent may be entitled (whether arising by virtue of the United Kingdom’s Companies Xxx 0000 or otherwise) and will be allotted in reliance on the exception pursuant to section 565 of the Companies Xxx 0000. (b) At a meeting duly convened and held, the Parent Board, by resolutions duly passed at such meeting (which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn), has (i) unanimously determined that the terms of the Merger and this Agreement by the affirmative vote other transactions contemplated hereby are most likely to promote the success of holders of a majority Parent for the benefit of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt Shareholders as a whole, (ii) unanimously approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, (iii) unanimously resolved, subject to Section 5.4(c), to recommend that the Parent Shareholders approve authorization of the Parent Board to allot all Parent Ordinary Shares to be issued in connection with the Merger (the “Parent Stockholder ApprovalRecommendation”) and (iv) has directed that issuance of Parent Ordinary Shares represented by Parent ADSs in connection with the consummation Merger be submitted to the Parent Shareholders for approval. The board of directors of Merger Sub has adopted resolutions (A) determining that the terms of the Merger and the other transactions contemplated hereby. The affirmative vote or written consent by this Agreement are advisable and in the best interests of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt and Parent, as its sole stockholder, (B) approving this Agreement and approve Agreement, the Merger and the consummation of the other transactions contemplated herebyby this Agreement and (C) recommending that Parent, as sole stockholder of Merger Sub, approve this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for approval.

Corporate Authorization. (a) Each of the Parent Parties has all requisite the corporate power and authority necessary to execute and deliver this Agreement and the Additional Agreements to which it is a party, and, subject to perform its obligations hereunder (i) the receipt of all authorizations, consents, waivers and thereunderapprovals described in Parent Disclosure Schedule 5.3 and Parent Disclosure Schedule 5.18, (ii) the approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock as required by the Parent Certificate of Incorporation, the Parent Bylaws and the DGCL, and (iii) the approval of the Merger by the affirmative vote of holders of a majority of the then outstanding shares of common stock of Merger Sub as required by Merger Sub’s articles of incorporation and bylaws and the MGCL, to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject thereby and to receipt of the Parent Stockholder Approvalotherwise perform its obligations hereunder under and thereunder. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party they are parties and the consummation by each of the Parent Parties Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of such Directors of each Parent Party. No Party and, except for the Parent Stockholder Approval, no other corporate proceedings on the part of such Parent Party or Merger Sub are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have they are parties. This Agreement has been duly and validly executed and delivered by such each of the Parent Party Parties and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and by the Additional Agreements to which such Parent Party is a party constitute Company, constitutes a legal, valid and binding obligation of such the Parent PartyParties, enforceable against such the Parent Party Parties in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby. (b) By resolutions duly adopted by Parent’s Board of Directors (including any required committee or subgroup of such board), the Board of Directors of Parent has unanimously (i) approved the execution, delivery and performance by Parent of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which Parent is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of Parent and Parent’s stockholders; (iii) directed that the Parent Proposals be submitted to Parent’s stockholders for consideration at the Parent Stockholder Meeting, (iv) determined that the transactions contemplated hereby constitute a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation and (v) recommended to Parent’s stockholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (c) By resolutions duly adopted by Xxxxxx Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, unanimously (i) approved the execution, delivery and performance by Xxxxxx Sub of this Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein, (ii) declared the advisability of the Merger, (iii) determined that the Merger is in the best interest of Xxxxxx Sub, and (iv) recommended to Merger Sub’s sole stockholder to approve the Merger.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement Agreement, the Support Agreements and the Additional Agreements to which it is a partySpin-Off Agreements, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement by Parent and Merger Sub, the performance of their obligations hereunder and under the Support Agreements and the Additional Spin-Off Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Partyand Merger Sub. No other corporate proceedings proceeding on the part of such Parent Party are or Merger Sub is necessary to authorize the execution and delivery of this Agreement or Agreement, the Additional Support Agreements to which it is a party or to consummate and the Spin-Off Agreements, the performance by Parent and Merger Sub of their obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement (other than, in the case of the Mergerhereby and thereby. This Agreement, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement Support Agreements and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andSpin-Off Agreements, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such each of Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. (b) As of the date of this Agreement, each of the Parent Board and the board of directors of Merger Sub has approved and declared advisable this Agreement, the Support Agreements and the Spin-Off Agreements and the transactions contemplated hereby and thereby. Parent, as the sole shareholder of Merger Sub, has approved and adopted this Agreement, the Support Agreements and the Spin-Off Agreements and the transactions contemplated hereby and thereby. The approval Parent Board, at a meeting duly called and held (or by written consent), has duly and unanimously adopted resolutions that have not been rescinded, withdrawn, or amended that (i) determined that the terms of this Agreement, the Merger Support Agreements and this Agreement by the affirmative vote of holders of a majority of Spin-Off Agreements and the then outstanding shares transactions contemplated hereby and thereby, including the Merger, are fair to, and in the best interests of, Parent and its stockholders, (ii) determined that it is in the best interests of Parent Common Stock present in person or and its stockholders and declared it advisable for Parent to enter into this Agreement, the Support Agreements and the Spin-Off Agreements and perform its obligations hereunder and thereunder and (iii) approved the execution and delivery by proxy Parent of this Agreement, the Support Agreements and entitled to vote at the Spin-Off Agreements, the performance by Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement its covenants and approve the Merger (the “Parent Stockholder Approval”) agreements contained herein and therein and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of by this Agreement, the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger Support Agreements and the consummation of Spin-Off Agreements, including the other transactions contemplated herebyMerger, upon the terms and subject to the conditions contained herein and therein.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, thereby subject in the case of the Merger, subject Merger to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the First Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) Mergers and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub I is the only vote of the holders of any of Merger SubSub I’s capital stock necessary to adopt this Agreement and approve the Mergers and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole unitholder of Merger Sub II is the only vote of the holders of any of Merger Sub II’s units necessary to adopt this Agreement and approve the Mergers and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of Arena, Newco, Merger Sub 1 and Merger Sub 2 has the Parent Parties has all requisite corporate power or limited liability company powers and authority (as applicable) to execute enter into and deliver perform its obligations under this Agreement and the Additional Agreements other Transaction Documents to which it is or will be a partyparty and, subject to perform its obligations hereunder and thereunderthe receipt of the Arena Stockholder Approval, and to consummate the transactions contemplated hereby Mergers and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approvalother Transactions. The execution execution, delivery and delivery performance by each of the Parent Parties Arena, Newco, Merger Sub 1 and Merger Sub 2 of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Arena, Newco, Merger Sub 1 and Merger Sub 2 of the transactions contemplated hereby are within each of Arena’s, Newco’s, Merger Sub 1’s and thereby Merger Sub 2’s corporate or limited liability company powers (as applicable) and, except for the Arena Stockholder Approval, have been duly authorized by all necessary corporate or limited liability company action on the part of such Parent PartyArena, Newco, Merger Sub 1 and Merger Sub 2, as applicable. No The execution, delivery and performance of each other Transaction Document to which Arena, Newco, Merger Sub 1 and Merger Sub 2 is or will be a party by Arena, Newco, Merger Sub 1 and Merger Sub 2, and the consummation of the transactions contemplated thereby, are within each of Arena’s, Newco’s, Merger Sub 1’s and Merger Sub 2’s corporate proceedings or limited liability company powers (as applicable) and have been, or will be prior to their execution, delivery and performance, duly authorized by all necessary corporate or limited liability company action on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other thanArena, in the case of the MergerNewco, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement Merger Sub 1 and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party andMerger Sub 2, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptionsas applicable. The approval of the Merger and this Agreement by the affirmative vote of the holders of a majority of the then issued and outstanding shares of Parent Arena Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock Arena Securities necessary to adopt this the Agreement and approve the other Transaction Documents and for Arena, Newco, Merger Sub 1 and Merger Sub 2 to consummate the Mergers and the other Transactions (the “Parent Arena Stockholder Approval”). Assuming due and valid execution by each other party hereto, this Agreement constitutes a valid and binding agreement of Arena, Newco, Merger Sub 1 and Merger Sub 2, enforceable against each of Arena, Newco, Merger Sub 1 and Merger Sub 2 in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (collectively, the “Enforceability Exceptions”)). Assuming due and valid execution by each other party thereto, each other Transaction Document to which Arena, Newco, Merger Sub 1 or Merger Sub 2 is or will be a party constitutes or, upon the execution and delivery thereof by Arena, Newco, Merger Sub 1 and Merger Sub 2, as applicable, shall constitute, a valid and binding agreement of Arena, Newco, Merger Sub 1 and Merger Sub 2, as applicable, enforceable against each of Arena, Newco, Merger Sub 1 and Merger Sub 2, as applicable, in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Board of Directors of Arena has unanimously (i) determined that it is in the best interests of Arena and its stockholders to enter into this Agreement, (ii) approved, adopted and declared advisable this Agreement, (iii) approved the execution, delivery and performance by Arena of this Agreement and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent Transactions, including the Mergers, and (iv) recommended adoption of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve by the Merger and stockholders of Arena (such recommendation, the consummation of the other transactions contemplated hereby“Arena Board Recommendation”).

Corporate Authorization. Each (a) The execution, delivery and, assuming the accuracy of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, representation in the case last sentence of Section 5.09, performance by the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties Company of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Company of the transactions contemplated hereby are within the Company’s corporate powers and, except for the required approval of the Company’s stockholders in connection with the consummation of the Merger and thereby assuming the accuracy of the representation in the last sentence of Section 5.09, have been duly authorized by all necessary corporate action on the part of such Parent Partythe Company. No other corporate proceedings Assuming the accuracy of the representation in the last sentence of Section 5.09, the performance and the consummation by OpCo LLC of the transactions contemplated hereby are within OpCo LLC’s limited liability company powers and, assuming the accuracy of the representation in the last sentence of Section 5.09, have been duly authorized by all necessary action on the part of such Parent Party OpCo LLC. Assuming the accuracy of the representation in the last sentence of Section 5.09, the approval of (i) a majority of the votes entitled to be cast by holders of the issued and outstanding shares of Company Stock, voting together as a single class and with the Series A Convertible Preferred Stock voting on an as-converted basis, and (ii) the holders of two-thirds of the issued and outstanding shares of Series A Convertible Preferred Stock, voting together as a single class, are the only votes of the holders of any Company Stock necessary to authorize this Agreement or in connection with the Additional Agreements to which it is a party or to consummate consummation of the Merger and the transactions contemplated by this Agreement (other than, in the case “Company Stockholder Approval”) and no vote or consent of the Mergerholders of Common Units, Series A Convertible Preferred Units or any capital stock of, or other equity or voting securities or interest in, OpCo LLC is required by any Applicable Law, the receipt OpCo LLC Agreement or other equivalent organizational documents of OpCo LLC in order for OpCo LLC to consummate the Parent Stockholder Approval) or the Additional Agreementstransactions contemplated hereby. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the Assuming due authorization, execution and delivery by each Parent and Merger Subsidiary, and the accuracy of the representation in the last sentence of Section 5.09, this Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other parties hereto laws affecting creditors’ rights generally and thereto general principles of equity). (other than b) At a Parent Party)meeting duly called and held, the Company Board has unanimously (i) determined that this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legaltransactions contemplated hereby are fair to, valid advisable and binding obligation in the best interests of such Parent Partythe Company’s stockholders, enforceable against such Parent Party in accordance with their respective terms, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby upon the terms and subject to the Enforceability Exceptions. The approval conditions set forth herein, (iii) approved the execution and delivery of the Merger Voting and this Support Agreements and the Blueapple Sale Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger parties thereto (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt thereby), (iv) directed that this Agreement be submitted to the Company’s stockholders to be adopted and approve approved, and (v) resolved, subject to Section 6.03, to recommend adoption of this Agreement by the Merger and Company’s stockholders (such recommendation in the consummation of preceding clause (v), the other transactions contemplated hereby“Company Board Recommendation”), which resolutions have not been rescinded, modified or withdrawn in any way (unless such rescission or modification has been effected after the date hereof in accordance with Section 6.03).

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite corporate necessary organizational power and authority to execute and deliver this Agreement and and, subject to the Additional Agreements to adoption of this Agreement by Connecticut General Corporation, the sole stockholder of Merger Sub (the "Merger Sub Stockholder Approval") which it is a partywill be obtained immediately following the execution hereof, to perform its obligations hereunder and thereunder, and to consummate the Merger, the Financing and the other transactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Merger Sub of the Merger, the Financing and the other transactions contemplated hereby have been duly and therebyvalidly authorized by the Board of Directors of Parent and the Board of Directors of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger, the Financing or the other transactions contemplated hereby, subject, in the case of the Merger, subject to receipt obtaining the Merger Sub Stockholder Approval and the filing of the Parent Stockholder Approval. The execution and delivery by each Certificate of Merger with the Secretary of State of the Parent Parties State of this Agreement and Delaware in accordance with the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional AgreementsDGCL. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party and Merger Sub and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. Bankruptcy and Equity Exception. (b) The approval Board of Directors of Parent, at a meeting duly called and held, has adopted resolutions declaring it advisable for Parent to enter into this Agreement and approving the Merger execution, delivery and performance of this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation by Parent of the Merger, the Financing and the other transactions contemplated hereby. The affirmative vote or written consent Board of the sole stockholder Directors of the Merger Sub is has unanimously adopted resolutions approving the only vote execution, delivery and performance of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the by Merger Sub and the consummation by Merger Sub of the Merger, the Financing and the other transactions contemplated hereby. Such resolutions have not been subsequently rescinded, modified or withdrawn.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent PartyParent. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party Pxxxxx and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent PartyParent), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyParent, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby, except that the approval of the Amended Parent Charter requires the approval of a majority of the issued and outstanding shares of Parent Common Stock and approval of the members of the Board of Directors of Parent immediately after the Closing requires a plurality of the votes cast. The As of the Closing Date, the affirmative vote or written consent of the sole stockholder of the Merger Sub Parent is the only vote of the holders of any of Merger Sub’s share capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent VGAC Parties has all requisite corporate or similar organizational power and authority to execute and deliver this Agreement and the Additional Agreements each Ancillary Agreement to which such VGAC Party is (or is specified to be) a party and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Agreement to which a VGAC Party is (or is specified to be) a party, to perform its obligations hereunder and thereunder, and to consummate the consummation of the transactions contemplated hereby and thereby, in have been duly and validly authorized and approved by the case board of directors of each VGAC Party, and no other corporate or similar organizational action on the Merger, subject part of any VGAC Party or any holders of any Equity Securities of any VGAC Party is necessary to receipt of authorize the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties such VGAC Party of this Agreement and or the Additional Ancillary Agreements to which it such VGAC Party is (or is specified to be) a party party, the performance by such VGAC Party of its obligations hereunder and thereunder and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on thereby, other than (i) the part VGAC Shareholder Approval and (ii) the adoption of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or by VGAC in its capacity as the Additional Agreements to sole shareholder of Merger Sub, which it is a party or to consummate adoption will occur immediately following the transactions contemplated by execution of this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementsby Merger Sub. This Agreement has been duly and validly executed and delivered by each of the Additional Agreements VGAC Parties and, assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the VGAC Parties, enforceable against each of the VGAC Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which such Parent a VGAC Party is (or is specified to be) a party have been duly party, when executed and delivered by such Parent Party VGAC Party, will be duly and validly executed and delivered by such VGAC Party, and, assuming the due authorizationsuch Ancillary Agreement constitutes a legal, execution valid and delivery by each binding obligation of the other parties hereto and thereto (other than a Parent Party)thereto, this Agreement and the Additional Agreements to which such Parent Party is a party will constitute a legal, valid and binding obligation of such Parent VGAC Party, enforceable against such Parent VGAC Party in accordance with their respective its terms, subject to the Enforceability Exceptions. applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, VGAC Shareholder Approval is the only vote of the holders of any of ParentVGAC’s share capital stock necessary to adopt in connection with the entry into this Agreement and approve by the Merger (the “Parent Stockholder Approval”) VGAC Parties, and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent , including the Closing. (c) At a meeting duly called and held, the board of directors of each of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt VGAC Parties has unanimously: (i) approved this Agreement and approve the Merger transactions contemplated by this Agreement, (ii) determined that this Agreement and the consummation transactions contemplated hereby are advisable and in the best interests of their respective stockholders; (iii) determined that the fair market value of the other Company is equal to at least 80% of the Trust Account, as applicable; (iv) approved the transactions contemplated herebyby this Agreement as a Business Combination; and (v) resolved to recommend to the Pre-Closing VGAC Holders approval of the transactions contemplated by this Agreement (the “VGAC Board Recommendation”).

Corporate Authorization. (a) Each of the Parent Parties has and Merger Sub have all requisite necessary corporate or other similar power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of the Parent Parties and Merger Sub of the transactions to which it is a party contemplated hereby and thereby have been duly authorized by all necessary corporate or other similar action on the part of such Parent Party. No and Merger Sub, and no other corporate proceedings on the part of such Parent Party or Merger Sub are necessary to authorize this Agreement or to consummate the Additional Agreements transactions to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such each of Parent Party and Merger Sub and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than Company, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party and Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. Bankruptcy and Equity Exception. (b) The approval respective Boards of Directors of Parent and Merger Sub, each at a meeting duly called and held and at which a quorum of directors was present, have unanimously (i) approved and declared it advisable and in the best interests of Parent or Merger and Sub, as the case may be, to enter into this Agreement providing for the Merger, upon the terms and subject to the conditions set forth herein and (ii) approved the execution, delivery and performance by Parent or Merger Sub, as the affirmative vote case may be, of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions to which Parent or Merger Sub, as the case may be, is a party contemplated hereby. The affirmative , upon the terms and subject to the conditions set forth herein. (c) No vote or written consent other action of the sole stockholder any members or Affiliates of the Merger Sub is the only vote of Parent or the holders of any class or series of capital stock of any Subsidiary of Parent (including Merger Sub) is required by Law, the Constituent Documents of Parent or any Subsidiary of Parent or otherwise in order for Parent and Merger Sub to consummate the transactions to which they are a party contemplated hereby. Parent, as the sole shareholder of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation Sub as of the other transactions contemplated herebydate of this Agreement, has approved this Agreement.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) ), and the consummation of the other transactions contemplated herebyhereby and approve the Parent Proposals. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party (including with respect to the PIPE Investment) have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders at least sixty-five percent (65%) of a majority of the all then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at (the “Parent Stockholder Meeting, assuming a quorum is presentApproval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the (a) Parent Parties has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party contemplated hereby. The execution, delivery and performance by Parent of this Agreement and the consummation by each Parent of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the Parent Parties of Board. The Parent Board has, by resolutions duly adopted, unanimously determined that this Agreement and the transactions contemplated hereby are in the best interests of Parent and thereby have been duly authorized its stockholders, has approved and adopted this Agreement and the plan of merger herein providing for the Merger, upon the terms and subject to the conditions set forth herein, approved the execution, delivery and performance by all necessary corporate action on Parent of this Agreement and the part consummation of such Parent Partythe transactions to which it is a party contemplated hereby, upon the terms and subject to the conditions set forth herein. No other corporate proceedings on the part of such Parent Party or any other vote by the holders of any class or series of capital stock of Parent are necessary to authorize approve or adopt this Agreement or to consummate the Additional Agreements transactions contemplated hereby (except for the filing of the Articles of Merger, as required by applicable Law). The stockholders of Parent have no dissenters’ or appraisal rights in connection with the Merger or the other transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by Parent and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception”). (c) Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party contemplated hereby. The execution, delivery and performance by Merger Sub of this Agreement and the consummation by Merger Sub of the transactions to which it is a party contemplated hereby have been duly and validly authorized and approved by the sole member of Merger Sub. The sole member of Merger Sub has determined that this Agreement and the transactions contemplated hereby are in the best interests of Merger Sub. No other company proceeding on the part of Merger Sub is necessary to approve or adopt this Agreement or to consummate the transactions contemplated by this Agreement hereby (other than, in except for the case filing of the Articles of Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementsas required by applicable Law). This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party Merger Sub and, assuming the due authorizationpower and authority of, and due execution and delivery by each of by, the other parties hereto and thereto (other than hereto, constitutes a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyMerger Sub, enforceable against such Parent Party Merger Sub in accordance with their respective its terms, subject to the Enforceability Exceptions. The approval of the Merger Bankruptcy and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyEquity Exception.

Corporate Authorization. Each of the Parent Parties Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to the receipt of Purchaser Stockholder Approval which shall be duly obtained for all tranches prior to the Parent Stockholder ApprovalInitial Closing Date. The execution and delivery by each of the Parent Parties Purchaser of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent PartyPurchaser. No other corporate proceedings on the part of such Parent Party Purchaser are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, than the receipt of the Parent Purchaser Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party Purchaser is a party have been duly executed and delivered by such Parent Party Purchaser and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent PartyPurchaser), this Agreement and the Additional Agreements to which such Parent Party Purchaser is a party constitute a legal, valid and binding obligation of such Parent PartyPurchaser, enforceable against such Parent Party Purchaser in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Purchaser Common Stock present in person or by proxy and entitled to vote at the Parent Purchaser Stockholder Meeting, assuming a quorum is presentpresent (the “Purchaser Stockholder Approval”), is the only vote of the holders of any of ParentPurchaser’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger Acquisition and the consummation of the other transactions contemplated hereby.

Corporate Authorization. (a) Each of the Parent Parties and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder ApprovalTransactions. The execution execution, delivery and delivery performance by each of the Parent Parties and Merger Sub of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Parent Party. No and Merger Sub (subject, with respect to Merger Sub, only to approval by its sole stockholder, which will be effected by written consent immediately following the execution of this Agreement), and no other corporate proceedings on the part of such Parent Party and Merger Sub are necessary to authorize the execution and delivery of this Agreement or the Additional Agreements to which it is a party or for each of Parent and Merger Sub to consummate the transactions contemplated by this Agreement Transactions (other than, in the case of with respect to the Merger, the receipt filing of the Parent Stockholder Approval) or Certificate of Merger with the Additional AgreementsDelaware Secretary of State). This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly and validly executed and delivered by such Parent Party and Merger Sub and, assuming the due authorization, execution and delivery by each the Company of this Agreement, constitutes the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such each of Parent Partyand Merger Sub, enforceable against such Parent Party each of them in accordance with their respective its terms, subject to the Enforceability Exceptions. (b) The board of directors or similar governing body of each of Parent and Merger Sub has duly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interests of Parent, Merger Sub and their respective stockholders or other equityholders, as applicable and (ii) adopting this Agreement and the Transactions. The approval Parent, acting in its capacity as the sole stockholder of Merger Sub, will immediately after execution hereof approve and adopt this Agreement. (c) Except as set forth on Section 5.02(c) of the Merger and this Agreement by the affirmative Parent Disclosure Letter, no vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person of, or by proxy and entitled to vote at the Parent Stockholder Meetingconsent by, assuming a quorum is present, is the only vote of the holders of any equity interests of Parent’s capital stock Parent is necessary to adopt authorize the execution, delivery and performance by Parent of this Agreement and approve the Merger (the “Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote Transactions or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of otherwise required by Parent's organizational documents, Applicable Law or any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyGovernmental Authority.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party they are or will be parties and the consummation by each of the Parent Parties of the transactions contemplated hereby Transactions are within the corporate powers of the Parent Parties and thereby have been duly authorized by all necessary corporate action on the part of such the Parent Parties. This Agreement has been duly executed and delivered by the Parent Parties and constitutes, and upon the execution and delivery thereof, each Additional Agreement to which a Parent Party is a party, will constitute, a valid and legally binding agreement of the applicable Parent Party. No other corporate proceedings on , enforceable against it in accordance with its terms, except as may be limited by the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional AgreementsEnforceability Exceptions. This Agreement and the Additional Agreements to which such a Parent Party is a or will be party and the Transactions have been duly executed approved by Parent, on behalf of itself and delivered by such Parent Party and, assuming in its capacity as the due authorization, execution and delivery by each sole shareholder of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability ExceptionsMerger Sub. The approval of the Merger and this Agreement Approval by the affirmative vote of the holders of a majority the requisite number of the then outstanding shares of Parent Common Stock under the Parent Certificate of Incorporation, the Parent Bylaws and the DGCL, present in person or by proxy and entitled to vote thereon, at the Parent Stockholder Meeting, Meeting (assuming a quorum is present) required to approve (a) the Merger Proposal, is (b) the Charter Amendment Proposal, (c) the Incentive Plan Proposal and (d) the Stock Issuance Proposal (the approval by Parent’s stockholders of all of the following, collectively, the “Parent Stockholder Approval”) are the only vote votes of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “for Parent Stockholder Approval”) and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated herebyTransactions.

Corporate Authorization. (a) Each of the Parent Parties and Mxxxxx Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Additional Agreements all other agreements and documents contemplated hereby to which it is a partyparty and, subject to obtaining Parent Shareholder Approval and approval of this Agreement by Parent, as the sole stockholder of Merger Sub, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby hereby. The execution, delivery and therebyperformance by Pxxxxx and Mxxxxx Sub of this Agreement, and the consummation by them of the transactions contemplated hereby, have been duly authorized and adopted by the Parent Board and the board of directors of Merger Sub, respectively. Except for (i) obtaining the affirmative vote of the majority of the votes cast by Parent Shareholders present and entitled to vote (A) approving the issuance of Parent Ordinary Shares to be represented by Parent ADSs in the case of connection with the Merger, subject to receipt (B) approving the Chairman Appointment and (C) any other resolutions required by Law or the rules and regulations of the Nasdaq Capital Market (“Nasdaq”) or other listing authority (the “Parent Stockholder Shareholder Approval. The execution ”), (ii) obtaining the approval of this Agreement by Pxxxxx as the sole stockholder of Merger Sub and delivery by each (iii) filing the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate action or proceeding on the part of Parent Parties or Merger Sub is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent Party. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Parent Stockholder Approval) or the Additional Agreementshereby. This Agreement and the Additional Agreements to which such Parent Party is a party have has been duly executed and delivered by such Parent Party Pxxxxx and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by each of the other parties hereto and thereto (other than a Parent Party)hereto, this Agreement and the Additional Agreements to which such Parent Party is a party constitute constitutes a legal, valid and binding obligation of such Parent Partyand Merger Sub, enforceable against such Parent Party parties in accordance with their respective its terms, subject to except that such enforceability may be limited by the Enforceability ExceptionsBankruptcy and Equity Exception. The approval Parent Ordinary Shares to be issued in connection with the Merger (and to be represented by Parent ADSs delivered to holders of Company Common Stock) will be issued fully-paid, free from all and any rights of pre-emption to which the members of the Parent may be entitled (whether arising by virtue of the United Kingdom’s Companies Act 2006 or otherwise) and will be allotted in reliance on the exception pursuant to section 565 of the United Kingdom’s Companies Act 2006. (b) At a meeting duly called and held, the Parent Board, by resolutions duly adopted at such meeting (which resolutions have not as of the date hereof been subsequently rescinded, modified or withdrawn), has (i) unanimously determined that the terms of the Merger and this Agreement by the affirmative vote of holders of a majority of other transactions contemplated hereby are advisable, fair to and in the then outstanding shares best interests of Parent Common Stock present in person or by proxy Shareholders as a whole, (ii) unanimously approved, adopted and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is present, is the only vote of the holders of any of Parent’s capital stock necessary to adopt declared advisable this Agreement and the transactions contemplated hereby, (iii) unanimously resolved, subject to Section 5.4(c), to recommend that the Parent Shareholders approve (A) the issuance of Parent Ordinary Shares represented by Parent ADSs to be issued in connection with the Merger and (B) the Chairman Appointment (the “Parent Stockholder ApprovalRecommendation”) and (iv) directed that (A) the consummation issuance of Parent Ordinary Shares represented by Parent ADSs in connection with the Merger and (B) the Chairman Appointment be submitted to the Parent Shareholders for approval. The board of directors of Merger Sub has adopted resolutions (A) determining that the terms of the Merger and the other transactions contemplated hereby. The affirmative vote or written consent by this Agreement are advisable, fair to and in the best interests of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt and Parent, as its sole stockholder, (B) approving this Agreement and approve Agreement, the Merger and the consummation of the other transactions contemplated herebyby this Agreement and (C) recommending that Parent, as sole stockholder of Merger Sub, approve this Agreement and directing that this Agreement be submitted to Parent, as sole stockholder of Merger Sub, for approval. The Parent and Merger Sub do not engage in any activities that would require a mandatory filing pursuant to the United Kingdom’s National Security and Investment Act 2021 (including any related or ancillary regulations) as a result of the transactions contemplated by this Agreement.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power The execution, delivery and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Parent Stockholder Approval. The execution and delivery performance by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party to and the consummation by the each of the Parent Parties of the transactions contemplated hereby and thereby are within the corporate powers of such Parent Parties and have been duly authorized by all necessary corporate action on the part of such the Parent Party. No other corporate proceedings on Parties to the part of such Parent Party are necessary to authorize this Agreement extent required by their respective Organizational Documents, applicable Laws or the Additional Agreements any Contract to which it any of them is a party or to consummate by which its securities are bound, other than the transactions contemplated by this Agreement (other than, Required Parent Stockholder Approval in the case of the MergerRedomestication Merger and the Acquisition Merger and the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Parent Parties and it constitutes, and upon their execution and delivery, the receipt Additional Agreements (to which each of them is a party) will constitute, a valid and legally binding agreement of the Parent Stockholder Approval) or the Additional AgreementsParties, enforceable against them in accordance with their representative terms. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent Party), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent Party, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Special Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Redomestication Merger (and the “Parent Stockholder Approval”) Acquisition Merger and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Purchaser and Merger Sub is the only vote of the holders of any of Purchaser’s capital stock or Merger Sub’s capital stock stock, respectively, necessary to adopt this Agreement and approve the Redomestication Merger and the Acquisition Merger and the consummation of the other transactions contemplated hereby.

Corporate Authorization. Each of the Parent Parties has all requisite corporate power and authority to execute and deliver this Agreement and the Additional Agreements to which it is a party, to perform its obligations hereunder and thereunder, party and to consummate the transactions contemplated hereby and thereby, in the case of the MergerMergers, subject to receipt of the Parent Stockholder Approval. The execution and delivery by each of the Parent Parties of this Agreement and the Additional Agreements to which it is a party and the consummation by each of the Parent Parties of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Parent PartyParent. No other corporate proceedings on the part of such Parent Party are necessary to authorize this Agreement or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the MergerMergers, the receipt of the Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which such Parent Party is a party have been duly executed and delivered by such Parent Party Pxxxxx and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto (other than a Parent PartyParent), this Agreement and the Additional Agreements to which such Parent Party is a party constitute a legal, valid and binding obligation of such Parent PartyParent, enforceable against such Parent Party in accordance with their respective terms, subject to the Enforceability Exceptions. The approval of the Merger and this Agreement by the affirmative vote of holders of a majority of the then outstanding shares of Parent Common Stock present in person or by proxy and entitled to vote at the Parent Stockholder Meeting, assuming a quorum is presentpresent (the “Parent Stockholder Approval”), is the only vote of the holders of any of Parent’s capital stock necessary to adopt this Agreement and approve the Merger (the “Parent Stockholder Approval”) Mergers and the consummation of the other transactions contemplated hereby, except that the approval of the New PubCo M&A requires the approval of a majority of the issued and outstanding shares of Parent Common Stock and approval of the members of the Board of Directors of Parent immediately after the Closing requires a plurality of the votes cast. The As of the Closing Date, the affirmative vote or written consent of the sole stockholder of the Merger Sub Parent is the only vote of the holders of any of Merger Sub’s share capital stock necessary to adopt this Agreement and approve the Merger Mergers and the consummation of the other transactions contemplated hereby.