Common use of Organization and Authority of the Purchaser Clause in Contracts

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and therebyTransactions. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under this Agreement and the aggregateAncillary Agreements to which it is a party, reasonably be expected and to have a Purchaser Material Adverse Effectconsummate the Transactions. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by each of the Seller) Sellers and other parties thereto), subject to the approval of the Bankruptcy Court, this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting Laws now or hereafter in effect relating to creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation real estate investment trust duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Maryland and has all necessary corporate requisite power and authority to enter into and perform this Agreement and the Ancillary Agreements all ancillary documents to which it the Purchaser is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business execution, delivery and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser performance of this Agreement and the Ancillary Agreements ancillary documents to which it the Purchaser is a party, the performance by the Purchaser of its obligations hereunder and thereunder party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate necessary action on by the part Purchaser, including without limitation by its board of the Purchaser and its shareholdersdirectors. This Agreement has been, and upon their execution the Ancillary Agreements ancillary documents to which the Purchaser is a party shall have been, been or will be duly and validly executed and delivered by the Purchaser, Purchaser and (assuming due authorization, execution and delivery by constitute the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and legally binding obligations of the Purchaser, Purchaser enforceable against the Purchaser in accordance with their respective terms, subject except to the effect of any applicable extent that such enforcement may be limited by bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ ' rights generally and subject to the effect of generally, or by general principles of equity (regardless equity. Except for such matters that would not constitute a material adverse effect on the Purchaser's ability to complete the transactions contemplated by this Agreement, the execution, delivery and performance of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or ancillary documents to timely consummate which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby do not and will not (including a) conflict with or violate (i) the issuance articles of organization or the bylaws of the Purchaser, (ii) any Governmental Orders or decrees to which the Purchaser is a party or by which it or any of its properties is bound, (iii) any material provision of any material Law applicable to the Purchaser, (b) in any material respect, conflict with, violate or result in the suspension, modification, revocation, non-renewal, acceleration, termination or cancellation of, or entitle any party to accelerate, terminate or cancel any obligation or to lose a material benefit under any material Contract or Governmental Order to which such Seller is a party or by which it or any of its properties is bound and which would result in a material adverse effect on the ability of the Purchaser Shares comprising to consummate the Consideration). The Purchaser is and will at all times be transactions contemplated by this Agreement or (c) result in full compliance with all Nasdaq rules and regulations the creation or imposition of any Encumbrance in favor of any third party with respect to any of the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance assets or properties of the Purchaser Shares comprising the Consideration)other than a Permitted Encumbrance.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by Parent and the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally generally, and subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law in Law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its formation and has all necessary corporate limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially and adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall will have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall will constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any except as limited by general equitable principles and applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)generally.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of Florida and the Cayman Islands and Purchaser has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by of the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Sellerother parties hereto) this Agreement constitutes, and upon their execution and delivery the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their its respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws Laws relating to or affecting creditors’ rights and remedies generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law Law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. (a) The Purchaser is a corporation Delaware limited liability company duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to (i) operate its business and own and use the assets owned by it as currently operated or used; and (ii) enter into this Agreement and the each Ancillary Agreements Document to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing (to the extent such concepts are recognized under applicable Law) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Documents. (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements Documents to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements Documents to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (and, assuming due authorization, execution and delivery by the Seller) , this Agreement constitutes, and upon their execution the Ancillary Agreements Documents to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)Enforceability Exceptions.

Organization and Authority of the Purchaser. The Purchaser is a German stock corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands Germany and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyAgreements, the performance by the Purchaser of its obligations hereunder and thereunder thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their its execution each of the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their its execution the Ancillary Agreements to which the Purchaser is a party (assuming due authorization, execution and delivery by the other parties thereto) shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, terms subject to the effect effects of any applicable bankruptcy, insolvency (including all laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Laws relating to or similar laws affecting creditors’ rights generally and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Considerationlaw).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands State of Texas and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. The Purchaser has all necessary corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it the Purchaser is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the applicable Ancillary Agreements to which it is a partyby the Purchaser, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersstockholders and no other corporate proceedings on the part of the Purchaser or its stockholders are necessary to authorize this Agreement or such Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerParent) this Agreement constitutesconstitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, and upon their execution and delivery by the Purchaser of each of the Ancillary Agreements to which the Purchaser it is a party, each such Ancillary Agreement will be (assuming due authorization, execution and delivery by Parent or the other party shall constitute, or parties thereto) a legal, valid and binding obligations obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with their respective its terms, subject to the effect in each case except as enforcement may be limited by general principles of any applicable equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency (including all laws relating to insolvency, fraudulent transfers)transfer, reorganization, moratorium or and similar laws affecting effecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)remedies generally.

Organization and Authority of the Purchaser. The Purchaser is a corporation Delaware limited liability company duly organized, organized and validly existing and in good standing under the laws Laws of the Cayman Islands jurisdiction of its formation and has all necessary corporate power and authority to enter into this Agreement and the each Ancillary Agreements Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the each Ancillary Agreements Agreement to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, terms subject to the effect effects of any applicable bankruptcy, insolvency (including all laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Laws relating to or similar laws affecting creditors’ rights generally and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Considerationlaw).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its organization and has all necessary corporate power and authority to enter into this Agreement, the Credit Agreement and the Ancillary Agreements to which it is a partyTransition Services Agreement, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) not, individually or in the aggregate, reasonably be expected to have a result in material liability to the Purchaser Material Adverse Effector materially and adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, the Credit Agreement and the Transition Services Agreement. The execution and delivery by the Purchaser of this Agreement, the Credit Agreement and the Ancillary Agreements to which it is a partyTransition Services Agreement, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their its execution the Ancillary Agreements to which Credit Agreement and the Purchaser is a party Transition Services Agreement shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their its execution the Ancillary Agreements to which Credit Agreement and the Purchaser is a party Transition Services Agreement shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)Enforceability Exceptions.

Organization and Authority of the Purchaser. The Purchaser (i) is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands and jurisdiction of its incorporation; (ii) has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser ; and (iii) is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyAgreements, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, been (and upon their execution each of the Ancillary Agreements will be at or prior to which the Purchaser is a party shall have been, Closing) duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery of the same by the Seller) this Agreement constitutes, constitutes (and upon their execution the Ancillary Agreements to which the Purchaser is a party shall will constitute, ) legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands jurisdiction of its formation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, terms subject to the effect effects of any applicable bankruptcy, insolvency (including all laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Laws relating to or similar laws affecting creditors’ rights generally and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Considerationlaw).

Organization and Authority of the Purchaser. The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or and qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or and qualification necessaryis necessary to act as the Servicer under the Servicing Agreements, except to the extent that the failure for failures to be so licensed qualified or qualified and in good standing standing, as the case may be, that would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) not, individually or in the aggregate, reasonably be expected affect the Purchaser’s ability to have a Purchaser Material Adverse Effectassume the obligation to act as Servicer under the Servicing Agreements or to perform its obligations under this Agreement or the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or similar action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have beenbe, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by each of the Purchaser and Parent of this Agreement and the Ancillary Agreements to which it is a party, the performance by each of the Purchaser and Parent of its obligations hereunder and thereunder and the consummation by the Purchaser and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersParent. This Agreement has been, and upon their execution execution, the Ancillary Agreements to which either the Purchaser or Parent is a party shall have been, duly executed and delivered by the PurchaserPurchaser or Parent as the case may be, and (assuming due authorization, execution and delivery by the SellerSeller Parties) this Agreement constitutes, and upon their execution execution, the Ancillary Agreements to which either the Purchaser or Parent is a party shall constitute, legal, valid and binding obligations of the PurchaserPurchaser or Parent, as the case may be, enforceable against the Purchaser it in accordance with their respective terms, subject to except (i) as the effect of any applicable same may be limited by bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting now or hereafter in effect relating to creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders discretion of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times court before which any proceeding therefor may be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)brought.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased entering into of this Agreement by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in and the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it the Purchaser is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has beenbeen duly entered into by the Purchaser, and upon their execution execution, the Ancillary Agreements to which the Purchaser is a party shall have been, been duly executed and delivered by the Purchaser, and this Agreement constitutes, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any (i) applicable bankruptcy, insolvency (including all insolvency, reorganization, moratorium, fraudulent conveyance, and other laws relating to or affecting the rights of creditors generally (including, without limitation, fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally conveyance laws) and subject to (ii) the effect exercise of judicial discretion in accordance with general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules concepts of materiality, reasonableness, good faith and regulations, to authorize this Agreement fair dealing and the Ancillary Agreements possible unavailability of specific performance, or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)injunctive relief.

Organization and Authority of the Purchaser. The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands Delaware and has all necessary corporate limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and therebyTransactions. The As of the Closing Date, the Purchaser is will be duly licensed or qualified to do business and is will be in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under this Agreement and the aggregateAncillary Agreements to which it is a party, reasonably be expected and to have a Purchaser Material Adverse Effectconsummate the Transactions. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its NYDOCS03/882968.12 obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate limited liability company action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by each of the Seller) Sellers and other parties thereto), subject to the approval of the Bankruptcy Courts, this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting Laws now or hereafter in effect relating to creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. (a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyAgreement, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effecthereby. The execution and delivery by the Purchaser of this Agreement and by the Ancillary Agreements to which it is a partyPurchaser, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerCompany and the Stockholders) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is constitutes a party shall constitute, legal, valid and binding obligations obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with their respective its terms, except as such enforcement may be subject to the effect of any applicable (i) bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law law). (b) The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of Liberia and has all necessary corporate power and authority to own, operate or in equity)lease the properties and assets now owned, operated or leased by it, to carry on its business as it has been and is currently conducted, to own the Company Stock and to operate the Business following the Closing. No action All corporate actions taken by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize in connection with this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby have been duly authorized, and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations has not taken any action with respect to the absence such matters that conflicts with, constitutes a default under or results in a violation of a shareholder vote in connection with the authorization any provision of this Agreement and the Ancillary Agreements (including the issuance its Articles of the Purchaser Shares comprising the Consideration)Incorporation or By-laws.

Organization and Authority of the Purchaser. The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its formation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially and adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the US Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its organization and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is or will be a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect impair or delay the ability consummation by the Purchaser of the Purchaser to carry on its business or (b) individually or in transactions contemplated by this Agreement and the aggregate, reasonably be expected to have a Purchaser Material Adverse EffectAncillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is or will be a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is or will be a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is or will be a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as enforceability is subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)Enforceability Exceptions.

Organization and Authority of the Purchaser. The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands Delaware and has all necessary corporate limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and therebyTransactions. The As of the Closing Date, the Purchaser is will be duly licensed or qualified to do business and is will be in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under this Agreement and the aggregateAncillary Agreements to which it is a party, reasonably be expected and to have a Purchaser Material Adverse Effectconsummate the Transactions. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate limited liability company action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by each of the Seller) Sellers and other parties thereto), subject to the approval of the Bankruptcy Courts, this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting Laws now or hereafter in effect relating to creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting Laws now or hereafter in effect relating to creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the Cayman Islands Canada and has all necessary corporate power and authority to enter into this Agreement and the Ancillary other Transaction Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary other Transaction Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary other Transaction Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Parent, the Seller, MECA, the Company, MCA and Funding, as the case may be) this Agreement constitutes, and upon their execution each of the Ancillary other Transaction Agreements to which the Purchaser is a party shall will constitute, a legal, valid and binding obligations obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with their respective its terms, subject to the effect of any applicable except in each case as such enforceability may be limited by bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and subject to the effect of generally, by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law law) or in equity). No action by the shareholders an implied covenant of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules good faith and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)fair dealing.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSeller and Parent, as applicable) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of each of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect effects of any applicable bankruptcy, insolvency (including all laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Laws relating to or similar laws affecting creditors’ rights generally generally, and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the ConsiderationLaw). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)does not have any subsidiaries.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting Laws now or hereafter in effect relating to creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Each of the Purchaser and Dycom is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by each of the Purchaser and Dycom of this Agreement and the Ancillary Agreements to which it is a party, the performance by each of the Purchaser and Dycom of its obligations hereunder and thereunder and the consummation by each of the Purchaser and Dycom of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of each of the Purchaser and Dycom, respectively (including its shareholdersstockholders). This Agreement has been, and upon their execution the Ancillary Agreements to which each of the Purchaser and Dycom is a party shall have been, duly executed and delivered by each of the PurchaserPurchaser and Dycom, respectively, and (assuming due authorization, execution and delivery thereof by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which each of the Purchaser and Dycom is a party shall constitute, legal, valid and binding obligations of each of the PurchaserPurchaser and Dycom, respectively, enforceable against the Purchaser and Dycom, respectively, in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws Laws relating to fraudulent transfers), reorganization, moratorium or similar laws Laws affecting creditors’ rights and remedies generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law Law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. (a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer or similar laws affecting other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders discretion of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times court before which any proceeding therefor may be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)brought.

Organization and Authority of the Purchaser. The Purchaser is a Delaware corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into into, execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyby the Purchaser, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or similar action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which when executed and delivered by the Purchaser is a party shall have beenwill be, duly executed and delivered by the Purchaser, and (and, assuming due authorization, execution and delivery by the Seller) Seller and any other parties thereto, this Agreement constitutesis, and upon their execution the Ancillary Agreements to which when executed and delivered by the Purchaser is a party shall constitutewill be, legal, valid and binding obligations of the Purchaser, Purchaser enforceable against the Purchaser it in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, insolvency (including all laws reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights and remedies generally and subject subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Considerationlaw).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its organization and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially and adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected this Agreement and the Ancillary Agreements to have which it is a Purchaser Material Adverse Effectparty. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)Enforceability Exceptions.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that for those jurisdictions where the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse EffectEffect on the business or properties of the Purchaser. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby are within Purchaser's corporate powers and have been duly authorized by all requisite corporate necessary action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except to the extent that its enforceability may be subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or and similar laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)equitable principles.

Organization and Authority of the Purchaser. (a) The Purchaser is a corporation Delaware limited liability company duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or . (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except to the extent that (i) enforcement may be limited by or subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, or similar laws affecting law as is now or hereinafter in effect relating to creditors’ rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders discretion of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements court or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times other authority or person before which any proceeding therefor may be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)brought.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyAgreements, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially reasonably be expected to adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyAgreements, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser or its shareholdersshareholders are necessary in order to authorize the execution, delivery or performance of this Agreement or the Ancillary Agreements to which it is a party. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by Parent and the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements Bxxx of Sale, Assignment and Assumption Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Bxxx of Sale, Assignment and Assumption Agreement. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements Bxxx of Sale, Assignment and Assumption Agreement to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their its execution the Ancillary Agreements Bxxx of Sale, Assignment and Assumption Agreement to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their its execution the Ancillary Agreements Bxxx of Sale, Assignment and Assumption Agreement to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legallega l, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting Laws now or hereafter in effect relating to creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by Parent and the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ ' rights generally generally, and subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law in Law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. (a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and its jurisdiction of incorporation. The Purchaser has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes make such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its their obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby by the Purchaser have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholders. Purchaser. (c) This Agreement has been, and upon their its execution by the Purchaser and of the applicable Ancillary Agreements to which the Purchaser is a party shall have beenbe, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Sellerother parties thereto) this Agreement constitutes, and upon their its execution and the execution of the applicable Ancillary Agreements to which the Purchaser is a party shall constitute, the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially and adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. (a) The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. . (b) The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially and adversely affect the ability of the Purchaser to carry on out its business or obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. (bc) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall will have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall will constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any except as limited by general equitable principles and applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)generally.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all necessary corporate requisite power and authority to enter into and perform this Agreement and the all Ancillary Agreements Documents to which it the Purchaser is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business execution, delivery and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser performance of this Agreement and the Ancillary Agreements Documents to which it the Purchaser is a party, the performance by the Purchaser of its obligations hereunder and thereunder party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate necessary action on by the part Purchaser, including without limitation by its board of the Purchaser and its shareholdersdirectors. This Agreement has been, and upon their execution the Ancillary Agreements Documents to which the Purchaser is a party shall have been, been or will be duly and validly executed and delivered by the Purchaser, Purchaser and (assuming due authorization, execution and delivery by constitute the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and legally binding obligations of the Purchaser, Purchaser enforceable against the Purchaser in accordance with their respective terms, subject except to the effect of any applicable extent that such enforcement may be limited by bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ ' rights generally and subject to the effect of generally, or by general principles of equity (regardless equity. Except for such matters that would not constitute a material adverse effect on the Purchaser's ability to complete the transactions contemplated by this Agreement, the execution, delivery and performance of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or Documents to timely consummate which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby do not and will not (including a) conflict with or violate (i) the issuance articles of organization or the bylaws of the Purchaser, (ii) any Governmental Orders or decrees to which the Purchaser is a party or by which it or any of its properties is bound, (iii) any material provision of any material Law applicable to the Purchaser, (b) in any material respect, conflict with, violate or result in the suspension, modification, revocation, non-renewal, acceleration, termination or cancellation of, or entitle any party to accelerate, terminate or cancel any obligation or to lose a material benefit under any material Contract or Governmental Order to which such Seller is a party or by which it or any of its properties is bound and which would result in a material adverse effect on the ability of the Purchaser Shares comprising to consummate the Consideration). The Purchaser is and will at all times be transactions contemplated by this Agreement or (c) result in full compliance with all Nasdaq rules and regulations the creation or imposition of any Encumbrance in favor of any third party with respect to any of the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance assets or properties of the Purchaser Shares comprising the Consideration)other than a Permitted Encumbrance.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyeach Transaction Document, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyeach Transaction Document, the performance by the Purchaser of its obligations hereunder and thereunder thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution each of the Ancillary Agreements to which the Purchaser is a party Transaction Documents shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Sellerother parties hereto) this Agreement constitutes, and upon their execution (assuming due authorization, execution and delivery by the Ancillary Agreements to which other parties thereto) each of the Purchaser is a party Transaction Documents shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, terms subject to the effect effects of any applicable bankruptcy, insolvency (including all laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium and other similar Laws relating to or similar laws affecting creditors’ rights generally and subject to the effect of general equitable principles of equity (regardless of whether considered in a proceeding in equity or at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Considerationlaw).

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a partyAgreement, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and therebyhereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected to have a Purchaser Material Adverse Effectthis Agreement. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a partyAgreement, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements such other documents to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements such other documents to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

Organization and Authority of the Purchaser. The Purchaser is a corporation public limited company duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its organization and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected this Agreement and the Ancillary Agreements to have which it is a Purchaser Material Adverse Effectparty. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject except to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to extent that the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action enforceability thereof may be limited by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)Enforceability Exceptions.

Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands jurisdiction of its organization and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed licensed, qualified or qualified and in good standing would not (a) materially and adversely affect the ability of the Purchaser to carry on out its business or (b) individually or in obligations under, and to consummate the aggregatetransactions contemplated by, reasonably be expected this Agreement and the Ancillary Agreements to have which it is a Purchaser Material Adverse Effectparty. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholdersPurchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration)Enforceability Exceptions.