Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. Parent is a corporation duly 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 obligations hereunder and thereunder. Each of 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 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 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 Parent and Merger Sub, as applicable, and constitute valid and binding obligations of Parent, Merger Sub I and Merger Sub II, enforceable against Parent, Merger Sub I and Merger Sub II in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. Parent Each member of the Company Group and each Company Fund, as applicable: (a) is a corporation duly incorporated 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 State Laws of Delaware with 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 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 have a Company Material Adverse Effect, and (c) has the requisite 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 all requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute, deliver and perform this Agreement and the each other Ancillary Documents Agreement to which it is a party and to perform its obligations hereunder and thereunder. Each of 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents 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. 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 IIthereof. This Agreement and the other Ancillary Documents contemplated hereby Agreements to which 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 due authorization, execution and delivery of this Agreement or such other Ancillary Agreements by Parentthe other parties thereto, Merger Sub I and Merger Sub II have been constitutes or will (orupon its execution) constitute a valid, when executed and delivered, will have been) duly executed and delivered by Parent and Merger Sub, as applicable, and constitute valid legal and binding obligations agreement of Parent, Merger Sub I each member the Company Group executing this Agreement and Merger Sub IIeach such Ancillary Agreement, enforceable against Parent, Merger Sub I and Merger Sub II such member of the Company Group in accordance with their its terms, except as such may be limited by 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. None of the Company Group nor any Company Fund is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Parent Each RSI Company is a corporation (a) duly incorporated 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 State Laws of Delaware with 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 enter into this Agreement own, lease and the Ancillary Documents to which it is a party operate its properties and to perform carry on its obligations hereunder and thereunderbusinesses as presently conducted. Each of Merger Sub I and Merger Sub II is a The Company has the 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents 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. 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 and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have has been (or, when executed and delivered, will have been) duly executed and delivered by Parent the Company and Merger Sub, as applicable, and constitute constitutes the valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIthe Company, enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with their its terms, except as such may be limited by 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. Parent Each Target Company is a corporation (a) duly incorporated incorporated, organized or formed, validly existing, and in good 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 State Laws of Delaware with its current jurisdiction of registration (as applicable)), (b) qualified to do business and in good standing or the equivalent (where such concept is applicable) in the jurisdictions in which the conduct of its business or locations of its assets 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 Target Companies Material Adverse Effect, and (c) each Target Company has the requisite corporate corporate, limited liability company or other applicable business entity, as the case may be, power and authority to enter into this Agreement own, lease and the Ancillary Documents to which it is a party operate its properties and to perform carry on its obligations hereunder and thereunderbusinesses as presently conducted. Each of Merger Sub I NewCo, the Company and Merger Sub II is a limited liability company duly incorporated under has the Laws of the State of Delaware with the requisite limited liability organizational power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents 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 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 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 Agreements to which it is a party. No other corporate or equivalent action on the part of any 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 Documents contemplated hereby Agreements to be executed which it is a party and delivered by Parent, Merger Sub I or Merger Sub II and the consummation of to consummate the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on thereby, other than the part following: (a) written consent of ParentNewCo, as the sole stockholder of Merger Sub I Sub, approving 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 adopting this Agreement or the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II. This Agreement and the Ancillary 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 to 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 executed obtained in accordance with all applicable Laws and delivered by Parentthe Governing Documents of NewCo, Merger Sub I and Merger Sub II have been (or, when executed and delivered, will have been) duly executed and delivered by Parent the Company and Merger Sub, as applicable. This Agreement has been duly executed and delivered by each of NewCo, the Company and constitute Merger Sub and, assuming the due authorization, execution and delivery by the other Parties hereto, constitutes the valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIeach such Party, enforceable against Parent, Merger Sub I and Merger Sub II each such Party in accordance with their its terms, except as such may be limited by 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 of NewCo, the Company and Merger Sub, as in effect on the date hereof, have been made available to SEAC. None of the 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. Parent Each RSI Company is a corporation (a) duly incorporated 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 State Laws of Delaware with 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 enter into this Agreement own, lease and the Ancillary Documents to which it is a party operate its properties and to perform carry on its obligations hereunder and thereunderbusinesses as presently conducted. Each of Merger Sub I and Merger Sub II is a The Company has the 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents 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. 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 and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have has been (or, when executed and delivered, will have been) duly executed and delivered by Parent the Company and Merger Sub, as applicable, and constitute constitutes the valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIthe Company, enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with their its terms, except as such may be limited by 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 Effective 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. Parent Except as set forth in Schedule 3.1, each Anghami Company is a corporation duly incorporated incorporated, validly existing and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware with the formation and has all requisite corporate power and authority to enter into own, lease and operate its properties and to carry on its business as 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 properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Anghami Companies. The Company has provided to Vistas accurate and complete copies of the 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 Documents each other Transaction Agreement to which it is or is required to be a party and party, to perform its obligations hereunder and thereunder. Each of 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement and the Ancillary Documents contemplated hereby each other Transaction Agreement to which it is or is required to be executed a party, the performance by the Company of its obligations hereunder and delivered by Parent, Merger Sub I or Merger Sub II thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent, Merger Sub I the Company in accordance with the Company’s Governing Documents and Merger Sub II 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 no adopt this Agreement and approve the transactions contemplated hereby. No other proceedings on the part of Parent, Merger Sub I or Merger Sub II the Company are necessary to approve and authorize the execution, execution and delivery or performance of this Agreement or the Ancillary Documents other Transaction Agreements and the consummation of the transactions contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub IIthereby. This Agreement has been, and each other Transaction Agreement to which the Ancillary Documents contemplated hereby Company is or is required to be executed and delivered by Parent, Merger Sub I and Merger Sub II have been (or, a party shall be when executed and delivered, will have been) duly executed and delivered by Parent the Company and Merger Sub, as applicable, and constitute constitutes the valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIthe Company, enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with their its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Certain Company Shareholders have delivered, and has not subsequently rescinded, revoked or modified in any way, the Written Consent approving the adoption of this Agreement and the transactions contemplated hereby, including the Merger, which Written Consent constitutes Required Company Shareholder Approval.

Organization; Authority; Enforceability. Parent Each Xxx Company is a corporation (a) duly incorporated organized or formed, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation, (b) qualified to do business and is in good standing (or the State equivalent) in the jurisdictions in which the conduct of Delaware with its business or locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not have a Material Adverse Effect and (c) each Xxx Company has the requisite corporate or limited liability company, as the case may be, power and authority to enter into this Agreement own, lease and the Ancillary Documents to which it is a party operate its properties and to perform carry on its obligations hereunder and thereunderbusinesses as presently conducted. Each of Merger Sub I and Merger Sub II is a The Company has the 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The 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 proceedings on the part of the Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Documents contemplated hereby Agreement to be executed and delivered by Parent, Merger Sub I or Merger Sub II which it is a party 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 IIthereby. This Agreement and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have has been (or, when executed and delivered, will have been) duly executed and delivered by Parent the Company and Merger Sub, as applicable, and constitute constitutes the valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIthe Company, enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with their its terms, 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 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 Utz Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Parent Each Target Company is a corporation (a) duly incorporated 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 State Laws of Delaware with 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 Target Company has the requisite corporate corporate, limited liability company or other applicable business entity, as the case may be, power and authority to enter into this Agreement own, lease and the Ancillary Documents to which it is a party operate its properties and to perform carry on its obligations hereunder and thereunderbusinesses as presently conducted. Each of Merger Sub I NewCo, the Company, MidCo and Merger Sub II is a limited liability company duly incorporated under has the Laws of the State of Delaware with the requisite limited liability organizational power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the 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 board of directors of each of NewCo, the 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, MidCo or Merger Sub, as applicable, and the Ancillary Agreement to which it is a party. No other corporate or equivalent proceedings on the part of any 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 Documents contemplated hereby Agreement to be executed which it is a party and delivered by Parent, Merger Sub I or Merger Sub II and the consummation of to consummate the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on thereby, other than the part following: (a) written consent of ParentNewCo, as the sole stockholder of Merger Sub I Sub, approving 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 adopting this Agreement or the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II. This Agreement and the Ancillary 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 to 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 executed obtained in accordance with all applicable Laws and delivered by Parentthe Governing Documents of NewCo, Merger Sub I and Merger Sub II have been (or, when executed and delivered, will have been) duly executed and delivered by Parent the Company and Merger Sub, as applicable, and constitute 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, MidCo and Merger Sub, and constitutes the valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIeach of such Party, enforceable against Parent, Merger Sub I and Merger Sub II each such Party in accordance with their its terms, except as such may be limited by 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 of NewCo, the Company, MidCo and Merger Sub, as in effect on the date hereof, have been made available to dMY. Except as set forth on Section 3.1 of the Company Disclosure Letter, none of the Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Parent Each Target Company is a corporation (a) duly incorporated 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 State Laws of Delaware with 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 Target Company has the requisite corporate corporate, limited liability company or other applicable business entity, as the case may be, power and authority to enter into this Agreement own, lease and the Ancillary Documents to which it is a party operate its properties and to perform carry on its obligations hereunder and thereunderbusinesses as presently conducted. Each of Merger Sub I and Merger Sub II is a limited liability company duly incorporated under The Company has the Laws of the State of Delaware with the requisite limited liability organizational power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the 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 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. Except for the approval by the stockholders of the Company in accordance with the Company’s Governing Documents, no other corporate or equivalent proceedings on the part 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. 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 and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have has been (or, when executed and delivered, will have been) duly executed and delivered by Parent the Company and Merger Sub, as applicable, and constitute constitutes the valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIthe Company, enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with their its terms, except as such may be limited by 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 the Company, as in effect on the date hereof, have been made available to Trident. Except as set forth on Section 3.1 of the Company Disclosure Letter, none of the Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Parent Each ZB Company is a corporation (a) duly incorporated or formed, validly existing, and in good standing (or the equivalent), if applicable, under the Laws of its jurisdiction of incorporation or formation (or, if continued in another jurisdiction, under the State Laws of Delaware with 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 be material to the ZB Companies and (c) each ZB Company has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each ZB Company has the corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Each of 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each ZB Company has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. 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 Documents contemplated hereby Agreements and to be executed and delivered by Parent, Merger Sub I or Merger Sub II and the consummation of consummate 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 IIthereby. This Agreement and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have has been (or, when executed and delivered, will have been) duly executed and delivered by Parent the ZB Companies and Merger Sub, as applicable, and constitute constitutes the valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIthe ZB companies, enforceable against Parent, Merger Sub I and Merger Sub II such Party in accordance with their its terms, 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 ZB Company, as in effect on the date hereof, have been made available to SPAC.

Organization; Authority; Enforceability. Parent Each OppFi Company is a corporation (a) duly incorporated 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 State Laws of Delaware with 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 have a Material Adverse Effect and (c) each OppFi Company has the requisite corporate limited liability company power and authority to enter into this Agreement own, lease and the Ancillary Documents to which it is a party operate its properties and to perform carry on its obligations hereunder and thereunderbusinesses as presently conducted. Each of Merger Sub I and Merger Sub II is a The Company has the 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the OppFi Companies have taken all limited liability company action necessary in order to execute, deliver and perform their respective obligations hereunder and under and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and no other limited liability company proceedings on the part of any 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. 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 and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have has been (or, when executed and delivered, will have been) duly executed and delivered by Parent the Company and Merger Sub, as applicable, and constitute constitutes the valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIthe Company, enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with their its terms, except as such may be limited by 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 OppFi Company, as in effect on the Effective Date, have been made available to the Buyer. None of the OppFi Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Parent The Target is a corporation (a) duly incorporated or formed, validly existing, and in good standing (or the equivalent), if applicable, under the Laws of its jurisdiction of incorporation or formation (or, if continued in another jurisdiction, under the State Laws of Delaware with 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 be material to the Target and (c) the Target has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Parent has the corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Each of 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby with respect to the Target, 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 its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The Parent and Target have duly approved this Agreement and the Ancillary Agreements to which 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 Parent and the Ancillary Documents contemplated hereby Agreements and to be executed and delivered by Parent, Merger Sub I or Merger Sub II and the consummation of consummate 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 IIthereby. This Agreement and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have has been (or, when executed and delivered, will have been) duly executed and delivered by the Parent and Merger Sub, as applicable, the Target and constitute constitutes the valid and binding obligations agreement of Parent, Merger Sub I the Parent and Merger Sub IIthe Target, enforceable against Parent, Merger Sub I and Merger Sub II such Party in accordance with their its terms, 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 the Target, as in effect on the date hereof, have been made available to SPAC.

Organization; Authority; Enforceability. Parent is a corporation The ML Companies are (a) duly incorporated 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 State Laws of Delaware with 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 be material to the ML Companies and (c) each 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 corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Each of 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents Agreements and to which it is a party consummate the transactions contemplated hereby and thereby, and the Company has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The Company has duly approved this Agreement and the Ancillary Agreements 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 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 Documents contemplated hereby Agreements and to be executed and delivered by Parent, Merger Sub I or Merger Sub II and the consummation of consummate the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on and, following receipt of the part of ParentML Parties’ Approval, Merger Sub I and Merger Sub II and no other corporate proceedings on the part of Parent, Merger Sub I the Company or Merger Sub II the ML Parties are necessary to approve and authorize the execution, delivery or and performance of this Agreement or and the Ancillary Documents Agreements and to consummate the transactions contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub IIthereby. This Agreement and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have has been (or, when executed and delivered, will have been) duly executed and delivered by Parent the Company and Merger Sub, as applicable, and constitute constitutes the valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIthe Company, enforceable against Parent, Merger Sub I and Merger Sub II the Company in accordance with their its terms, 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 ML Company, as in effect on the date hereof, have been made available to the Investor. Except as set forth on Section 4.1 of the Company and ML Parties’ Disclosure Letter, none of the ML Companies are the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Parent Until the occurrence of the Domestication, the Buyer is an exempted company with limited liability duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and upon the occurrence of the Domestication, the Buyer will be a Delaware corporation duly incorporated formed, validly existing and in good standing under the Laws of the State of Delaware with Delaware. The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not have a Buyer Material Adverse Effect. The Buyer has 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 obligations hereunder and thereunder. Each of 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 obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company 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 Documents Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and Agreement, the Ancillary Documents contemplated hereby Agreements to be executed which the Buyer is a party and delivered by Parent, Merger Sub I or Merger Sub II and the consummation of the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite corporate Board action on the part of Parent, Merger Sub I and Merger Sub II and no the Buyer. No other proceedings on the part of Parentthe Buyer (including any action by the Buyer Board or the Buyer Shareholders), Merger Sub I or Merger Sub II except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement or and the Ancillary Documents Agreements to which the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Parentthe Buyer at Closing will be, Merger Sub I and Merger Sub II. This Agreement 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 Parent and Merger Sub, as applicable, Buyer and constitute valid and binding obligations agreement of Parent, Merger Sub I and Merger Sub IIthe Buyer, enforceable against Parent, Merger Sub I and Merger Sub II the Buyer in accordance with their respective terms, 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 Second Amended and Restated Memorandum and Articles of Association of the Buyer, as in effect on the Effective Date, are filed as Exhibit 3.1 to the Form 8-K filed with the SEC on October 10, 2018. The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Parent Each Eos Company and Newco Company is (a) a corporation limited liability company, duly incorporated formed, duly organized, validly existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of formation and (b) qualified to do business and is in good standing (or the State equivalent) in the jurisdictions in which the conduct of Delaware with its business or locations of its assets and/or 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 Newco Company has all requisite corporate limited liability company power and authority to enter into this Agreement own, lease and the Ancillary Documents to which it is a party operate its properties and to perform carry on its obligations hereunder and thereunderbusiness as now being conducted. Each of Merger Sub I the Company and Merger Sub II is a limited liability company duly incorporated under the Laws of the State of Delaware with Newco has the requisite limited liability company power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company power, as applicable, and authority and has taken all requisite corporate and limited liability company action, as applicable, action to execute and deliver this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The executionBoard 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 performance the Ancillary Documents, and directed that the adoption of this Agreement and the Ancillary Documents contemplated hereby be submitted to be executed the Preferred Members for consideration and delivered by Parent, Merger Sub I or Merger Sub II recommended that all of the Preferred Members adopt this Agreement and the consummation 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 have been duly authorized by all requisite corporate action on under the part DLLCA and its organizational documents, each as in effect at the time of Parent, Merger Sub I such adoption 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 IIapproval. This Agreement and the Ancillary Documents contemplated hereby to be executed which each of the Company and delivered by Parent, Merger Sub I and Merger Sub II Newco is a party have been (or, when executed and delivered, will have been) duly executed and delivered by Parent the Company and Merger SubNewco and, as applicablesubject 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 obligations agreements of Parent, Merger Sub I each of the Company and Merger Sub IINewco, enforceable against Parent, Merger Sub I each of the Company and Merger Sub II Newco in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. True and complete copies of the Governing Documents of each Eos Company and Newco Company, as in effect on the date hereof, have been made available to Parent.