Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. Each RSI Company is (a) duly organized or formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (c) each RSI Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Company is The ML Companies are (a) duly organized or formed, validly existing, and in good standing (or the equivalent) ), if applicable, under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) ), if applicable, in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect be material to the ML Companies and (c) each RSI ML Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have Company has taken all corporate or other legal entity action necessary in order to execute, deliver and perform their its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements and to which it is a party and consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The ML Parties’ Approval is the only vote or consent necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and to which it is a party. No consummate the transactions contemplated hereby and thereby and, following receipt of the ML Parties’ Approval, no other limited liability company or equivalent corporate proceedings on the part of any RSI the Company or the ML Parties are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. Correct and complete copies of the Governing Documents of each RSI ML Company, as in effect on the date hereof, have been made available to the BuyerInvestor. Except as set forth on Section 3.1 4.1 of the Company and SellersML Parties’ Disclosure Letter, none of the RSI ML Companies is are the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Company Until the occurrence of the Domestication, the Buyer is (a) an exempted company with limited liability duly organized or formed, validly existing, existing and in good standing (or the equivalent) under the Laws of its jurisdiction the Cayman Islands and upon the occurrence of organization or formation (orthe Domestication, if continued the Buyer will be a Delaware corporation duly formed, validly existing and in another jurisdiction, good standing under the Laws of its current jurisdiction the State of registration (as applicable)), (b) Delaware. The Buyer is or will be qualified to do business and is or will be in good standing (or the equivalent) as a foreign entity in the jurisdictions each jurisdiction in which the conduct character of its business properties, or locations in which the transaction of its assets and/or its leasingbusiness, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be and in good standing (or the equivalent) would not reasonably be expected to have a Buyer Material Adverse Effect and (c) each RSI Company Effect. The Buyer has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The general partner execution and delivery of this Agreement, the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party performance of Buyer’s obligations hereunder and the transactions contemplated hereby hereby, have been duly approved and thereby and has duly authorized by all requisite Board action on the execution, delivery and performance part of this Agreement by the Company and the Ancillary Agreement to which it is a partyBuyer. No other limited liability company or equivalent proceedings on the part of the Buyer (including, without limitation, any RSI Company action by the Board or shareholders of the Buyer), except for the receipt of the Required Vote, are necessary to approve and authorize the executionexecution and delivery of this Agreement, delivery and the performance of this Agreement Buyer’s obligations hereunder and the Ancillary Agreement to which it is a party and to consummate consummation of the transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by the Company Buyer and (assuming the due authorization, execution and delivery by the other parties thereto) constitutes the valid and binding agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, subject to except as may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Company Parent is (a) a corporation duly organized or formed, validly existing, and in good standing (or the equivalent) incorporated under the Laws of the State of Delaware with the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its jurisdiction obligations hereunder and thereunder. Each of organization or formation (or, if continued in another jurisdiction, Merger Sub I and Merger Sub II is a limited liability company duly incorporated under the Laws of the State of Delaware with the requisite limited liability power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its current jurisdiction obligations hereunder and thereunder. Each of registration (as applicable))Parent, (b) qualified to do business Merger Sub I and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (c) each RSI Company Merger Sub II has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power power, as applicable, and authority and has taken all requisite corporate and limited liability company action, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I or Merger Sub II and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent, Merger Sub I and Merger Sub II and no other proceedings on the part of Parent, Merger Sub I or Merger Sub II are necessary to authorize the execution, delivery or performance of this Agreement or the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II. This Agreement has and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have been (or, when executed and delivered, will have been) duly executed and delivered by the Company Parent and constitutes the Merger Sub, as applicable, and constitute valid and binding agreement obligations of the CompanyParent, Merger Sub I and Merger Sub II, enforceable against the Company Parent, Merger Sub I and Merger Sub II in accordance with its their terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Company To the extent that such ML Party is not an individual, such ML Party (a) duly organized or formed, is an entity validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or), if continued in another jurisdictionapplicable, under the Laws of its current the jurisdiction of registration (as applicable)), in which it is formed and (b) is qualified to do business and is in good standing (or the equivalent) ), if applicable, as a foreign entity in the jurisdictions each jurisdiction in which the conduct character of its business properties, or locations in which the transaction of its assets and/or its leasingbusiness, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be and in good standing (or equivalent), if applicable, would not, individually or in the equivalent) would not aggregate, reasonably be expected to have a Material Adverse Effect and (c) each RSI Company or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it such ML Party is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent other proceedings on the part of any RSI Company such ML Party are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement Agreements to which it such ML Party is a party and to consummate the consummation of the transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by the Company such ML Party and constitutes the valid and binding agreement of the Companysuch ML Party, enforceable against the Company such ML Party in accordance with its terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies Such ML Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Company Entity is (a) duly organized or formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable))Delaware, (b) qualified to do business and is in good standing (or the equivalent) ), if applicable, in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect be material to such Company Entity, and (c) each RSI Company has the all requisite corporate or limited liability company, as the case may be, company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Each Company Entity has the all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or is required to be a party or bound and to consummate the transactions contemplated hereby and thereby, subject to the Company Member Approval, and each of the RSI Companies have Company Entity has taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner Each Company Entity’s board of the managers or board of directors, as applicable, in accordance with such Company Entity’s Governing Documents and any applicable Law or Contract to which such Company Entity or any of such Company Entity’s members or stockholders is a party or by which it or its Equity Securities are bound, has duly approved this Agreement and the Ancillary Agreements to which it is or is required to be a party or bound and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the such Company Entity and the Ancillary Agreement Agreements and to which it consummate the transactions contemplated hereby and thereby. The Company Member Approval is a party. No other limited liability company the only vote or equivalent proceedings on the part of any RSI Company are consent necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and, following receipt of the Company Member Approval, no other corporate or limited liability company proceedings on the part of the Company Entities is necessary to approve and authorize the execution, delivery and performance of this Agreement to which it is a party and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the each Company Entity and constitutes the valid and binding agreement of the Companyeach Company Entity, enforceable against the each Company Entity in accordance with its terms, subject to except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws (the “Enforceability Exceptions”). Correct and complete copies of the Governing Documents of each RSI CompanyCompany Entity, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingSPAC.

Organization; Authority; Enforceability. Each RSI Target Company is (a) duly incorporated, organized or formed, validly existing, and in good standing (standing, or the equivalent, (where such concept is applicable) under the Laws of its jurisdiction of incorporation, organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalentequivalent (where such concept is applicable) in the jurisdictions in which the conduct of its business or locations of its assets and/or or its leasing, ownership, ownership or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Target Companies Material Adverse Effect Effect, and (c) each RSI Target Company has the requisite corporate or corporate, limited liability companycompany or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Each of NewCo, the Company and Merger Sub has the limited liability company organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and, if and to the extent applicable, each of the RSI other Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner board of directors of each of NewCo, the Company and Merger Sub has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by NewCo, the Company or Merger Sub, as applicable, and the Ancillary Agreement Agreements to which it is a party. No other limited liability company corporate or equivalent proceedings action on the part of any RSI Target Company (including any action by the board of directors (or equivalent governing body) or holders of Equity Interests of any Target Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, other than the following: (a) written consent of NewCo, as the sole stockholder of Merger Sub, approving and adopting this Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, (b) the written consent of the board of directors of Merger Sub, approving the Merger Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, and (c) the consents of NewCo and the Company, as set forth on Section 3.1 of the Company Disclosure Letter, necessary to approve, authorize and effect the Pre-Closing Reorganization, the repurchase of NewCo Common Shares pursuant to the Repurchase Agreements and the transactions contemplated hereby in accordance with all applicable Laws, NewCo’s Governing Documents, the Company’s Governing Documents and Contracts by which the NewCo or Company is bound (the consents in clauses (a) and (b) collectively, the “Company Required Approval”). The Company Required Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of NewCo, the Company and Merger Sub, as applicable. This Agreement has been duly executed and delivered by each of NewCo, the Company and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties hereto, constitutes the valid and binding agreement of the Companyeach such Party, enforceable against the Company each such Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Companyof NewCo, the Company and Merger Sub, as in effect on the date hereof, have been made available to the BuyerSEAC. Except as set forth on Section 3.1 None of the Company and Sellers’ Disclosure Letter, none of the RSI Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.. The Target Companies constitute all of the entities that are required or necessary to the conduct of the Business and are adequate to conduct the Business. 42

Organization; Authority; Enforceability. Each RSI The Company is (a) a corporation duly organized or formedand existing in good standing under the laws of the State of New York, validly existingeach Subsidiary is duly organized and existing in good standing under the laws of the jurisdiction in which it is incorporated, and the Company has and each Subsidiary has the corporate power to own its respective property and to carry on its respective business as now being conducted, and in good standing (or the equivalent) under case of the Laws Company, to enter into and perform all of its jurisdiction obligations under this Agreement and the Notes and to issue and sell the Notes. Each of organization the Company and its Subsidiaries is duly licensed or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is as a foreign corporation in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except each state where the failure to be so licensed or qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect material adverse effect on the financial condition or operations of the Company and (c) each RSI Company its Subsidiaries taken as a whole and has the requisite all corporate or limited liability companypower, as the case may bematerial licenses, power franchises and authority to own, lease other governmental authorizations and operate its properties and approvals necessary to carry on its businesses present business, with respect to which the failure to so possess would have a material adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as presently conducteda whole. The Schedule 8A contains complete and correct lists of (i) each jurisdiction in which the Company has is licensed or qualified to do business as a foreign corporation and (ii) the limited liability company power and authority Subsidiaries, showing, as to execute and deliver this Agreement and each Subsidiary, the Ancillary Agreements to correct name thereof, the jurisdiction of the organization, each jurisdiction in which it is licensed or qualified to do business as a party and to consummate the transactions contemplated hereby and therebyforeign corporation, and the percentage of shares of each class of the RSI Companies have taken all corporate its capital stock or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement similar equity interests outstanding owned by the Company and the Ancillary Agreement to which it is a party. No each other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and therebySubsidiary. This Agreement has been duly executed is, and the Notes when issued and delivered by the Company hereunder will be, legal, valid, binding and constitutes the valid and binding agreement enforceable obligations of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI BioTE Company is (a) duly organized or formed, validly existing, existing and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (c) each RSI BioTE Company has the requisite corporate or limited liability company, as the case may be, company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI BioTE Companies have taken all corporate or other legal entity limited liability company action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement under and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No no other limited liability company or equivalent proceedings on the part of any RSI BioTE Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principlesprinciples (the “Enforceability Exceptions”). Correct and complete copies of the Governing Documents of each RSI BioTE Company, as in effect on the date hereofEffective Date, have been made available to the Buyer. Except as set forth on Section 3.1 None of the Company and Sellers’ Disclosure Letter, none of the RSI BioTE Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI ZB Company is (a) duly organized incorporated or formed, validly existing, and in good standing (or the equivalent) ), if applicable, under the Laws of its jurisdiction of organization incorporation or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) ), if applicable, in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect be material to the ZB Companies and (c) each RSI ZB Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Each ZB Company has the limited liability company corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have ZB Company has taken all corporate or other legal entity action necessary in order to execute, deliver and perform their its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Each ZB Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company ZB Companies and constitutes the valid and binding agreement of the CompanyZB companies, enforceable against the Company such Party in accordance with its terms, subject to except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. Correct and complete copies of the Governing Documents of each RSI ZB Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingSPAC.

Organization; Authority; Enforceability. Each RSI Company is (a) duly organized or formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (c) each RSI Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereofEffective Date, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Eos Company and Newco Company is (a) a limited liability company, duly organized or formed, duly organized, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), and (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect on the Eos Companies. Each Eos Company and (c) each RSI Newco Company has the all requisite corporate or limited liability company, as the case may be, company power and authority to own, lease and operate its properties and to carry on its businesses business as presently now being conducted. The Each of the Company and Newco has the requisite limited liability company power and authority and has taken all requisite limited liability company action to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The Board has duly approved this Agreement, the Ancillary Documents and the other transaction contemplated hereby and thereby and has duly authorized the execution and delivery of this Agreement and the Ancillary Documents, and directed that the adoption of this Agreement and the Ancillary Documents be submitted to the Preferred Members for consideration and recommended that all of the Preferred Members adopt this Agreement and the Ancillary Documents. The Company Unitholder Approval is the only vote or consent of any of the holders of Units of the Company necessary to adopt this Agreement and the Ancillary Documents under the DLLCA and its organizational documents, each as in effect at the time of such adoption and approval. As of the date of this Agreement, the approval of the Company, as the sole member of Newco, is the only vote or consent necessary for Newco to adopt this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby under the DLLCA and its organizational documents, each as in effect at the time of such adoption and approval. This Agreement has and the Ancillary Documents to which each of the Company and Newco is a party have been (or, when executed and delivered, will have been) duly executed and delivered by the Company and constitutes Newco and, subject to the Company Unitholder Approval, assuming the due and valid authorization, execution, and delivery by each other party hereto or thereto, this Agreement and the Ancillary Documents to which each of the Company and Newco is or proposed to be a party constitute valid and binding agreement agreements of each of the CompanyCompany and Newco, enforceable against each of the Company and Newco in accordance with its their terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct True and complete copies of the Governing Documents of each RSI Eos Company and Newco Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingParent.

Organization; Authority; Enforceability. Each RSI Target Company is (a) duly organized or formed, validly existing, and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (c) each RSI Target Company has the requisite corporate or corporate, limited liability companycompany or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner board of directors of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No Except for the approval by the stockholders of the Company in accordance with the Company’s Governing Documents, no other limited liability company corporate or equivalent proceedings on the part of any RSI Target Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI the Company, as in effect on the date hereof, have been made available to the BuyerTrident. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Company Such Seller is (a) a series of UM Partners, LLC, a limited liability company duly organized or formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction the State of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) Delaware. Such Seller is qualified to do business and is in good standing (or the equivalent) as a foreign entity in the jurisdictions each jurisdiction in which the conduct character of its business properties, or locations in which the transaction of its assets and/or its leasingbusiness, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be and in good standing (or the equivalent) would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (c) each RSI Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry material adverse effect on its businesses as presently conductedsuch Seller. The Company Such Seller has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it such Seller is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner board of the Company managers of such Seller has duly approved this Agreement and the Ancillary Agreements to which it such Seller is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a partythereby. No other limited liability company or equivalent proceedings on the part of any RSI Company such Seller are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement Agreements to which it such Seller is a party and to consummate the consummation of the transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by the Company such Seller and constitutes the valid and binding agreement of the Companysuch Seller, enforceable against the Company such Seller in accordance with its terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI CompanySeller, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies Such Seller is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI OppFi Company is (a) duly organized or formed, validly existing, existing and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (c) each RSI OppFi Company has the requisite corporate or limited liability company, as the case may be, company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI OppFi Companies have taken all corporate or other legal entity limited liability company action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement under and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No no other limited liability company or equivalent proceedings on the part of any RSI OppFi Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI OppFi Company, as in effect on the date hereofEffective Date, have been made available to the Buyer. Except as set forth on Section 3.1 None of the Company and Sellers’ Disclosure Letter, none of the RSI OppFi Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Company of Trident and Merger Sub is (a) a corporation duly organized or formedincorporated, validly existing, existing and in good standing (or the equivalent) under the Laws of its jurisdiction the State of organization or formation (or, if continued in another jurisdiction, under the Laws Delaware. Each of its current jurisdiction of registration (as applicable)), (b) Trident and Merger Sub is qualified to do business and is in good standing (or the equivalent) as a foreign entity in the jurisdictions each jurisdiction in which the conduct character of its business properties, or locations in which the transaction of its assets and/or its leasingbusiness, ownership, or operation of properties makes such qualification necessary, except except, in each case, where the failure to be so qualified to be and in good standing (or the equivalent) would not reasonably be expected to have a Trident Material Adverse Effect Effect. Each of Trident and (c) each RSI Company Merger Sub has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner execution, delivery and performance of the Company has duly approved this Agreement and Agreement, the Ancillary Agreements to which it Trident or Merger Sub, as applicable, is a party and the transactions contemplated hereby and thereby have been duly approved and has duly authorized by all requisite action, including by requisite Trident Board action on the execution, delivery and performance part of this Agreement by the Company and the Ancillary Agreement to which it is a partyTrident. No other limited liability company or equivalent proceedings on the part of Trident (including any RSI Company action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery and or performance of this Agreement and the Ancillary Agreement Agreements to which it Trident or Merger Sub, as applicable, is a party and to consummate the consummation of the transactions contemplated hereby and thereby. This Agreement has been been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, duly executed and delivered by the Company Trident and/or Merger Sub, as applicable, and constitutes the constitute valid and binding agreement of the CompanyTrident and/or Merger Sub, as applicable, enforceable against the Company Trident and Merger Sub, as applicable, in accordance with its their respective terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies Neither Trident nor Merger Sub is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Target Company is (a) duly organized or formed, validly existing, and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (c) each RSI Target Company has the requisite corporate or corporate, limited liability companycompany or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company Each of NewCo, the Company, MidCo and Merger Sub has the limited liability company organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI other Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner board of directors of each of NewCo, the Company Company, MidCo and Merger Sub has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by NewCo, the Company Company, MidCo or Merger Sub, as applicable, and the Ancillary Agreement to which it is a party. No other limited liability company corporate or equivalent proceedings on the part of any RSI Target Company (including any action by the board of directors (or equivalent governing body) or holders of Equity Interests of any Target Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby, other than the following: (a) written consent of NewCo, as the sole stockholder of Merger Sub, approving and adopting this Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, and (b) the consents of NewCo and the Company, as set forth on Section 3.1 of the Company Disclosure Letter, necessary to approve, authorize and effect the Pre-Closing Reorganization, the Redemption and the transactions contemplated hereby in accordance with all applicable Laws, NewCo’s Governing Documents, the Company’s Governing Documents and Contracts by which the NewCo or Company is bound (the consents in clauses (a) and (b) collectively, the “Company Required Approval”). The Company Required Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of NewCo, the Company and Merger Sub, as applicable, and all applicable contracts by which NewCo, the Company or Merger Sub is bound. This Agreement has been duly executed and delivered by each of NewCo, the Company Company, MidCo and Merger Sub, and constitutes the valid and binding agreement of the Companyeach of such Party, enforceable against the Company each such Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI of NewCo, the Company, MidCo and Merger Sub, as in effect on the date hereof, have been made available to the BuyerdMY. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Company The Target is (a) duly organized incorporated or formed, validly existing, and in good standing (or the equivalent) ), if applicable, under the Laws of its jurisdiction of organization incorporation or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) ), if applicable, in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect be material to the Target and (c) each RSI Company the Target has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company Parent has the limited liability company corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and therebythereby with respect to the Target, and each of the RSI Companies have and, has taken all corporate or other legal entity action necessary in order to execute, deliver and except for the obtaining of Parent shareholder approval, perform their its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has Parent and Target have duly approved this Agreement and the Ancillary Agreements to which it is they are a party and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company Parent and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company Parent and the Target and constitutes the valid and binding agreement of the CompanyParent and the Target, enforceable against the Company such Party in accordance with its terms, subject to except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. Correct and complete copies of the Governing Documents of each RSI Companythe Target, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingSPAC.

Organization; Authority; Enforceability. Each RSI member of the Company is Group and each Company Fund, as applicable: (a) is duly organized or formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, ownership or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Company Material Adverse Effect Effect, and (c) each RSI Company has the requisite corporate or limited liability company, as the case may be, organizational power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Correct and complete copies of the Governing Documents of each member of the Company Group and each Company Fund, as in effect on the date of this Agreement, have been made available to Parent. The Company Group has the limited liability company all requisite corporate power and authority authority, and has taken all corporate action necessary, to execute execute, deliver and deliver perform this Agreement and the each other Ancillary Agreements Agreement to which it is or will be a party and to consummate the transactions contemplated hereby Transactions in accordance with the terms hereof and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and therebythereof. The general partner of the Company has duly approved this This Agreement and the other Ancillary Agreements to which it any member of the Company Group is or will be a party has been or will be (upon its execution) duly and validly executed and delivered thereby and, assuming the transactions contemplated hereby due authorization, execution and thereby and has duly authorized the execution, delivery and performance of this Agreement or such other Ancillary Agreements by the Company and the Ancillary Agreement to which it is other parties thereto, constitutes or will (upon its execution) constitute a party. No other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the executionvalid, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid legal and binding agreement of each member the CompanyCompany Group executing this Agreement and each such Ancillary Agreement, enforceable against such member of the Company Group in accordance with its terms, subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other Laws affecting creditors’ rights generally and by to general equitable equity principles. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 None of the Company and Sellers’ Disclosure Letter, none of the RSI Companies Group nor any Company Fund is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Except as set forth in Schedule 3.1, each Anghami Company is (a) duly organized or formedincorporated, validly existing, existing and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (orand has all requisite corporate power and authority to own, if continued in another jurisdiction, under the Laws of lease and operate its current jurisdiction of registration (properties and to carry on its business as applicable)), (b) now being conducted. Each Anghami Company is qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (c) each RSI Company has on the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conductedAnghami Companies. The Company has provided to Vistas accurate and complete copies of the limited liability company Governing Documents of each Anghami Company, each as amended and as in effect as of the date hereof. No Anghami Company is in material violation of any provision of its Governing Documents. The Company has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is or is required to be a party and party, to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The general partner of execution and delivery by the Company has duly approved of this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is or is required to be a party party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby and has have been duly authorized by all requisite action on the execution, delivery part of the Company in accordance with the Company’s Governing Documents and performance the Laws of the jurisdiction of organization. The Required Company Shareholder Approval is the only vote or consent of the holders of any class or series of share capital of Anghami required to approve and adopt this Agreement by and approve the Company and the Ancillary Agreement to which it is a partytransactions contemplated hereby. No other limited liability company or equivalent proceedings on the part of any RSI the Company are necessary to approve and authorize the execution, execution and delivery and performance of this Agreement or the other Transaction Agreements and the Ancillary Agreement to which it is a party and to consummate consummation of the transactions contemplated hereby and thereby. This Agreement has been been, and each other Transaction Agreement to which the Company is or is required to be a party shall be when delivered, duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct Certain Company Shareholders have delivered, and complete copies has not subsequently rescinded, revoked or modified in any way, the Written Consent approving the adoption of this Agreement and the Governing Documents of each RSI Companytransactions contemplated hereby, as in effect on including the date hereofMerger, have been made available to the Buyer. Except as set forth on Section 3.1 of the which Written Consent constitutes Required Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingShareholder Approval.

Organization; Authority; Enforceability. Each RSI Company Parent is (a) a corporation duly organized or formed, validly existing, and in good standing (or the equivalent) incorporated under the Laws of its jurisdiction the State of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (c) each RSI Company has Delaware with the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereunder. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement other agreements contemplated hereby to which it is a party be executed and to consummate delivered by Parent and the consummation of the transactions contemplated hereby and therebythereby have been duly authorized by all requisite corporate action on the part of Parent and no other proceedings on the part of Parent are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement has been duly and the other agreements contemplated hereby to be executed and delivered by the Company and constitutes the Parent constitute valid and binding agreement obligations of the CompanyParent, enforceable against the Company Parent in accordance with its terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct Holdings and complete copies Buyer are limited liability companies duly incorporated under the Laws of the Governing Documents State of Delaware with the requisite power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by each of Holdings and Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of each RSI Company, as in effect of Holdings and Buyer and no other proceedings on the date hereofpart of either Holdings or Buyer are necessary to authorize the execution, have been made available delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to the Buyer. Except be executed and delivered by Holdings or Buyer constitute valid and binding obligations of Holdings or Buyer (as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letterapplicable), none of the RSI Companies is the subject of any enforceable against Holdings or Buyer (as applicable) in accordance with its terms, except as such may be limited by bankruptcy, dissolution, liquidationinsolvency, reorganization or similar proceedingother Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. Each RSI Xxx Company is (a) duly organized or formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable))formation, (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (c) each RSI Xxx Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner board of managers of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of any RSI the Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Xxx Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Utz Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Company dMY is (a) a corporation duly organized or formedincorporated, validly existing, existing and in good standing (or the equivalent) under the Laws of its jurisdiction the State of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) Delaware. dMY is qualified to do business and is in good standing (or the equivalent) as a foreign entity in the jurisdictions each jurisdiction in which the conduct character of its business properties, or locations in which the transaction of its assets and/or its leasingbusiness, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be and in good standing (or the equivalent) would not reasonably be expected to have a dMY Material Adverse Effect and (c) each RSI Company Effect. dMY has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner execution, delivery and performance of the Company has duly approved this Agreement and Agreement, the Ancillary Agreements to which it dMY is a party and the transactions contemplated hereby and thereby have been duly approved and has duly authorized by all requisite dMY Board action on the execution, delivery and performance part of this Agreement by the Company and the Ancillary Agreement to which it is a partydMY. No other limited liability company or equivalent proceedings on the part of dMY (including any RSI Company action by dMY Board or dMY Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery and or performance of this Agreement and the Ancillary Agreement Agreements to which it dMY is a party and to consummate the consummation of the transactions contemplated hereby and thereby. This Agreement has been been, and the Ancillary Agreements to be executed and delivered by dMY at Closing will be, duly executed and delivered by the Company dMY and constitutes the constitute valid and binding agreement of the CompanydMY, enforceable against the Company dMY in accordance with its their respective terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies dMY is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each RSI Company Until the occurrence of the Domestication, the Buyer is (a) an exempted company with limited liability duly organized or formedincorporated, validly existing, existing and in good standing (or the equivalent) under the Laws of its jurisdiction the Cayman Islands and upon the occurrence of organization or formation (orthe Domestication, if continued the Buyer will be a Delaware corporation duly formed, validly existing and in another jurisdiction, good standing under the Laws of its current jurisdiction the State of registration (as applicable)), (b) Delaware. The Buyer is qualified to do business and is in good standing (or the equivalent) as a foreign entity in the jurisdictions each jurisdiction in which the conduct character of its business properties, or locations in which the transaction of its assets and/or its leasingbusiness, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be and in good standing (or the equivalent) would not reasonably be expected to have a Buyer Material Adverse Effect and (c) each RSI Company Effect. The Buyer has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner execution, delivery and performance of the Company has duly approved this Agreement and Agreement, the Ancillary Agreements to which it the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and has duly authorized by all requisite Board action on the execution, delivery and performance part of this Agreement by the Company and the Ancillary Agreement to which it is a partyBuyer. No other limited liability company or equivalent proceedings on the part of the Buyer (including any RSI Company action by the Buyer Board or the Buyer Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery and or performance of this Agreement and the Ancillary Agreement Agreements to which it the Buyer is a party and to consummate the consummation of the transactions contemplated hereby and thereby. This Agreement has been been, and the Ancillary Agreements to be executed and delivered by the Buyer at Closing will be, duly executed and delivered by the Company Buyer and constitutes the constitute valid and binding agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its their respective terms, subject to except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents Second Amended and Restated Memorandum and Articles of each RSI CompanyAssociation of the Buyer, as in effect on the date hereofEffective Date, have been made available are filed as Exhibit 3.1 to the BuyerForm 8-K filed with the SEC on October 10, 2018. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.