Common use of Organization, Qualification and Corporate Power Clause in Contracts

Organization, Qualification and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have a Parent Material Adverse Effect (as defined below). The Parent has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent has furnished or made available to the Company complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the Parent nor the Acquisition Subsidiary is in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to date. For purposes of this Agreement, “Parent Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), or results of operations of the Parent and its Subsidiaries, taken as a whole; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent Company is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to date. For purposes of this Agreement, “Parent Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise)condition, or results of operations of the Parent Company and its Subsidiaries, the Company Subsidiaries (as defined below) taken as a whole; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent Company or its the Company Subsidiaries participate or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. The Parent Company is duly qualified to conduct business and is in good standing under the laws Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylawsby-laws, each as amended to date. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylawsby-laws, as amended to date, or under any Material Contract (as defined below), except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means any effect that either alone or in combination with any other effect has a material adverse effect on (i) the assets, business, financial condition (financial or otherwise), or results of operations of the Parent Company and its the Company Subsidiaries, taken as a wholewhole or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate Company participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company or its Subsidiaries to meet internal projections projections, budgets, or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or other international or national calamity or any escalation or worsening thereof; (e) earthquakes, hurricanes, tornadoes, floods, epidemics or disease outbreaks (including COVID-19 virus) or other natural disasters or Acts of God; (f) any changes (after the date of this Agreement) in United States generally accepted accounting principles (“GAAP”), other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; (g) general financial, credit, capital market or regulatory conditions or any changes therein (provided, however, that such effects do not affect the Company and its Subsidiaries taken as a whole disproportionately as compared to the Company’s competitors); (h) any matter disclosed in the Company Disclosure Schedule or the draft Super 8-K provided to Parent on October 22, 2021 (excluding any disclosures (whether contained under the heading “Risk Factors,” in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary, predictive or forward-looking in nature) or (fi) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNevada. The Parent is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect (as defined below). The Parent has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent has furnished or made available to the Company complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the The Parent nor the Acquisition Subsidiary is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to date, or any mortgage, indenture, lease, license or any other agreement or instrument except where such default or violation would not reasonably be expected to have a Parent Material Adverse Effect. For purposes of this Agreement, “Parent Material Adverse Effect” means a material adverse effect on the assets, business, financial condition (financial or otherwise), or results of operations of the Parent and its Subsidiariessubsidiaries, taken as a whole; provided, that, provided that in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries subsidiaries participate or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; , or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIsrael. The Parent Company is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or memorandum and articles of incorporation and bylawsassociation. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to date, or any mortgage, indenture, lease, license or any other agreement or instrument except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise)condition, or results of operations of the Parent and its Subsidiaries, Company taken as a whole; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate Company participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the MergerTransactions; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAPGAAP (as defined in Section 2.7 below), other applicable accounting rules or applicable LawLaw (as defined in Section 2.4 below), or changes or developments in political, regulatory or legislative conditions; , or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareCalifornia. The Parent Company is duly qualified to conduct business and is in good standing under the laws Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylawsby-laws, each as amended to date. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylawsby-laws, as amended to date, or under any Material Contract (as defined below), except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means any effect that either alone or in combination with any other effect has a material adverse effect on (i) the assets, business, financial condition (financial or otherwise), or results of operations of the Parent Company and its the Company Subsidiaries, taken as a wholewhole or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate Company participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company or its Subsidiaries to meet internal projections projections, budgets, or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or other international or national calamity or any escalation or worsening thereof; (e) earthquakes, hurricanes, tornadoes, floods, epidemics or disease outbreaks (including COVID-19 virus) or other natural disasters or Acts of God; (f) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; (g) general financial, credit, capital market or regulatory conditions or any changes therein (provided, however, that such effects do not affect the Company and its Subsidiaries taken as a whole disproportionately as compared to the Company’s competitors); (h) any matter disclosed in the Company Disclosure Schedule or the draft Super 8-K provided to Parent on June 18, 2021 (excluding any disclosures (whether contained under the heading “Risk Factors,” in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary, predictive or forward-looking in nature) or (fi) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws Nevada. Section 2.1 of the State of Delaware. The Parent Company Disclosure Schedules sets forth each jurisdiction in which the Company is duly licensed or qualified to conduct do business and is in good standing under the laws of in each jurisdiction in which the nature properties owned or leased by it or the operation of its businesses business as currently conducted makes such licensing or the ownership or leasing of its properties requires such qualificationqualification necessary except, except in each case, where the failure to be so qualified or licensed and in good standing has not had and would not not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). All corporate actions taken by the Company in connection with this Agreement and the agreements contemplated hereby and thereby (collectively, the “Transaction Documents”), will be duly authorized on or prior to the Closing. The Parent Company has all requisite full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted, except, in each case, where the businesses failure to be so organized, existing and in which it is engaged and good standing (or the equivalent thereof) would not, individually or in the aggregate, reasonably be expected to own and use have a Material Adverse Effect or reasonably be expected to prevent, materially impair or materially delay the properties owned and used Company’s ability to consummate the transactions contemplated by itthis Agreement. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles Article of incorporation Incorporation and bylawsBylaws, each as amended to date. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles Articles of incorporationIncorporation, as amended to date, or its bylawsBylaws, as amended to date. For purposes of this Agreement, “Parent Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), or results of operations under any Company Contract (as defined below). The Company has not conducted business under and has not otherwise used, for any purpose or in any jurisdiction, any legal, fictitious, assumed or trade name other than the names listed in Section 2.1 of the Parent and its Subsidiaries, taken as a whole; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; or (f) the taking of any action required by this AgreementCompany Disclosure Schedules.

Organization, Qualification and Corporate Power. The Parent Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. The Parent Company is duly qualified to conduct business and is in good standing under the laws Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylawsby-laws, each as amended to date. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylawsby-laws, as amended to date, or under any Material Contract (as defined below), except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means any effect that either alone or in combination with any other effect has a material adverse effect on (i) the assets, business, financial condition (financial or otherwise), or results of operations of the Parent Company and its the Company Subsidiaries, taken as a wholewhole or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate Company participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company or its Subsidiaries to meet internal projections projections, budgets, or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or other international or national calamity or any escalation or worsening thereof; (e) earthquakes, hurricanes, tornadoes, floods, epidemics or disease outbreaks (including COVID-19 virus) or other natural disasters or Acts of God; (f) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; (g) general financial, credit, capital market or regulatory conditions or any changes therein (provided, however, that such effects do not affect the Company and its Subsidiaries taken as a whole disproportionately as compared to the Company’s competitors); (h) any matter disclosed in the Company Disclosure Schedule or the draft Super 8-K provided to Parent on October 1, 2020 (excluding any disclosures (whether contained under the heading “Risk Factors,” in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary, predictive or forward-looking in nature) or (fi) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each subsidiary of the Company, which are all listed on the Company Disclosure Schedule 2.1 (each a “Company Subsidiary”) is an entity duly organized, validly existing and in corporate and tax good standing under the laws of the jurisdiction of its organization. The Parent Company and each Company Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company and each Company Subsidiary has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its and each Company Subsidiary certificate or articles of incorporation incorporation, bylaws and bylawsother organization documents, each as amended to date. Neither the Parent Company nor the Acquisition any Company Subsidiary is in default under or in violation of any provision of its certificate or articles of incorporation, its bylaws, or any other organizational document, each as amended to date, except where such default or its bylaws, as amended violation would not be reasonably expected to datehave a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise)condition, or results of operations of the Parent Company and its Subsidiaries, the Company Subsidiaries (as defined below) taken as a whole; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent Company or its the Company Subsidiaries participate or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any pandemic (including COVID-19), natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in generally accepted accounting principles (“GAAP”), other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; , or (f) the taking of any action required by this Agreement. The Company does not control directly or indirectly or have any direct or indirect participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association which is not a Company Subsidiary.

Organization, Qualification and Corporate Power. The Parent Each Seller is a corporation an entity duly organized, validly existing and and, where applicable, in good standing under the laws of the State its respective jurisdiction of Delaware organization and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which as set forth on Schedule 2.1 of the Disclosure Schedule, where the character of the properties owned, leased or operated by it or the nature of its businesses or activities, in each case as they relate exclusively to the ownership or leasing of its properties requires Business, makes such qualificationqualification necessary, except where the failure for any such failures to be so qualified or in good standing has not had and that would not reasonably be expected to have result in a Parent Business Material Adverse Effect (as defined below). The Parent Each Seller has all requisite corporate or partnership (as applicable) power and authority to carry on the businesses in which Business as it is engaged currently conducted and to own and use the properties now owned and used by it. The Parent has furnished or made available to the Company complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the Parent nor the Acquisition Subsidiary is in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to date. For purposes of this Agreement, “Parent Business Material Adverse Effect” means any event, change, occurrence, effect or circumstance that has had or would reasonably be expected to have a material adverse effect on the assetscondition and value of the Acquired Assets, businessamount and nature of Assumed Liabilities, or the financial condition (financial or otherwise), or results of operations of the Parent and its Subsidiaries, taken as a wholeBusiness; provided, thathowever, in no event that a “Business Material Adverse Effect” shall not include any effects (whether alone adverse change, effect or in combination) circumstance directly or indirectly resulting from or arising in connection out of (a) actions taken with any the prior written consent of the following be deemed to constituteother Party, nor shall any (b) the negotiation, execution, announcement, or performance of this Agreement or the transactions contemplated hereby, the consummation of the following transactions contemplated by this Agreement or any public communications permitted by this Agreement by any Party regarding this Agreement or the transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, investors or employees and the identity of Buyer and its Affiliates (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (“Affiliates”), (c) changes in the Business’s industry or in markets generally and not specifically relating to the Business, (d) changes in economic conditions or financial markets in any country or region or globally, including changes in interest or exchange rates and changes in currency and credit markets, (e) changes in general legal, tax, regulatory, or business conditions in any country or region, (f) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (g) any failure by the Business to meet any projections, guidance, estimates, forecasts or milestones for or during any period ending on or after the date hereof; provided, however, that this clause (g) shall not preclude the cause of any such failure being taken into account in determining whether a Business Material Adverse Effect has occurred, (h) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in any country or region or (i) changes in Laws (or the interpretation thereof), provided that the effects set forth in clauses (c) through (e) shall be taken into account in determining whether there has occurred, been or is a Parent Business Material Adverse Effect: (a) conditions generally affecting Effect if and only to the industries in which extent such effects have a disproportionate impact on the Parent or its Subsidiaries participate or the U.S. or global economy or capital markets Business, as it relates to other similarly situated businesses, taken as a whole; (b) any failure by the Parent to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent Company is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to date, except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means a material adverse effect on the assets, business, financial condition (financial or otherwise), or results of operations of the Parent Company and its Subsidiaries, the Company Subsidiaries (as defined below) taken as a whole; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent Company or its the Company Subsidiaries participate or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; , or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware Arizona and has full limited liability company power and authority to own, operate or lease the Acquisition Subsidiary properties and assets now owned, operated or leased by it and to carry on its business as it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delawarecurrently conducted. The Parent Company is duly licensed or qualified to conduct do business and is in good standing under the laws of in each jurisdiction in which the nature properties owned or leased by it or the operation of its businesses business as currently conducted makes such licensing or the ownership or leasing of its properties requires such qualificationqualification necessary, except where the failure to be so licensed, qualified or in good standing has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect Effect. All limited liability company actions required to be taken by the Companies in connection with this Agreement and the other Transaction Documentation (as defined below). The Parent has all requisite corporate power and authority to carry in Section 3.4) will be duly authorized on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent has furnished or made available prior to the Company complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the Parent nor the Acquisition Subsidiary is in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to dateClosing. For purposes of this Agreement, “Parent Company Material Adverse Effect” means a material adverse effect on the assets, business, financial condition (financial or otherwise), or results of operations of the Parent and its Subsidiaries, Company taken as a whole; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries Company participate or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; , or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent EZM is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareWyoming. The Parent EZM is duly qualified to conduct business and is in good standing under the laws Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent EZM Material Adverse Effect (as defined below). The Parent EZM has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent EZM has furnished or made available to the Company NCR complete and accurate copies of its certificate or articles of incorporation and bylawsby-laws, each as amended to date. Neither the Parent nor the Acquisition Subsidiary EZM is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylawsby-laws, as amended to date, or under any Material Contract (as defined below), except where such default or violation would not be reasonably expected to have a EZM Material Adverse Effect. For purposes of this Agreement, “Parent EZM Material Adverse Effect” means any effect that either alone or in combination with any other effect has a material adverse effect on (i) the assets, business, financial condition (financial or otherwise), or results of operations of EZM or (ii) the Parent and its Subsidiaries, taken as a wholeability of EZM to consummate the transactions contemplated by this Agreement; provided, provided that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent EZM Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate EZM participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent EZM or to meet internal projections projections, budgets, or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or other international or national calamity or any escalation or worsening thereof; (e) earthquakes, hurricanes, tornadoes, floods, epidemics or disease outbreaks (including COVID-19 virus) or other natural disasters or Acts of God; (f) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; (g) general financial, credit, capital market or regulatory conditions or any changes therein (provided, however, that such effects do not affect EZM disproportionately as compared to EZM’s competitors); or (fh) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNevada. The Parent is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect (as defined below). The Parent has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent has furnished or made available to the Company complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the The Parent nor the Acquisition Subsidiary is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to date, or any mortgage, indenture, lease, license or any other agreement or instrument except where such default or violation would not reasonably be expected to have a Parent Material Adverse Effect. For purposes of this Agreement, “Parent Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise)condition, or results of operations of the Parent and its Subsidiariessubsidiaries, taken as a whole; provided, that, provided that in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries subsidiaries participate or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the MergerTransactions; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; , or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent Company is a corporation private company limited by shares duly organized, validly existing incorporated and registered in good standing under the laws of the State of Delaware England and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareWales with company number 06652152. The Parent Company is duly qualified permitted to conduct business and is in good standing under the laws Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by itengaged. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylawsCompany Constitution (or other constitutional documents), each as amended to date. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylawsCompany Articles, as amended to date, or under any Material Contract (as defined below), except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means any effect that either alone or in combination with any other effect has a material adverse effect on (i) the assets, business, financial condition (financial or otherwise), or results of operations of the Parent Company and its the Company Subsidiaries, taken as a wholewhole or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate Company participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company or its Subsidiaries to meet internal projections projections, budgets, or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the MergerShare Exchange; (d) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or other international or national calamity or any escalation or worsening thereof; (e) earthquakes, hurricanes, tornadoes, floods, epidemics or disease outbreaks (including COVID-19 virus) or other natural disasters or Acts of God; (f) any changes (after the date of this Agreement) in United States generally accepted accounting principles (“GAAP”), other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; (g) general financial, credit, capital market or regulatory conditions or any changes therein (provided, however, that such effects do not affect the Company and its Subsidiaries taken as a whole disproportionately as compared to the Company’s competitors); (h) any matter disclosed in the Company Disclosure Schedule or the draft Super 8-K provided to Parent on February 15, 2021 (the “Delivered Super 8-K”) (excluding any disclosures (whether contained under the heading “Risk Factors,” in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary, predictive or forward-looking in nature) or (fi) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNevada. The Parent is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect (as defined below). The Parent has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent has furnished or made available to the Company complete and accurate copies of its certificate or articles Articles of incorporation Incorporation and bylawsBylaws. Neither the The Parent nor the Acquisition Subsidiary is not in default under or in violation of any provision of its certificate or articles Articles of incorporationIncorporation, as amended to date, or its bylawsBylaws, as amended to date, except where such default or violation would not reasonably be expected to have a Parent Material Adverse Effect. For purposes of this Agreement, “Parent Material Adverse Effect” means a material adverse effect on the assets, business, financial condition (financial or otherwise), or results of operations of the Parent and its SubsidiariesParent, taken as a whole; provided, that, provided that in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the MergerAcquisition; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; , or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent Seller is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which where the nature character of its businesses or the ownership or leasing of its properties requires Acquired Assets makes such qualificationqualification necessary, except where the failure for any such failures to be so qualified or in good standing has not had and that would not reasonably be expected to have result in a Parent Material Adverse Effect (as defined below)Effect. The Parent Seller has all requisite corporate or comparable power and authority to carry on the businesses in which Business as it is engaged presently carried on and to own and use the properties now owned and used by it. The Parent has furnished or made available to it in the Company complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the Parent nor the Acquisition Subsidiary is in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to dateBusiness. For purposes of this Agreement, “Parent Material Adverse Effect” means any change, effect, event, development or circumstance that, individually or in the aggregate, (i) has had or would reasonably be expected to have a material adverse effect on the assetsBusiness, businessthe Acquired Assets, condition (financial the Assumed Liabilities or otherwise)the revenue of the Business, or results the ability of operations Buyer to use or operate the Acquired Assets immediately after the Closing or (ii) materially impairs the ability of Seller to consummate the Parent and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement; provided, thathowever, in no event that a “Material Adverse Effect” shall not include any effects (whether alone adverse change, effect, event, development or in combination) circumstance directly or indirectly resulting from or arising out of (A) actions taken by or on behalf of Seller to consummate the transactions contemplated by this Agreement in connection accordance with any the terms hereof or at the request or with the consent of the following be deemed to constituteBuyer, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate or the U.S. or global economy or capital markets as a whole; failure to take any action prohibited by this Agreement, (b) any failure by the Parent to meet internal projections or forecasts or revenue or earnings predictions; (cB) the negotiation, execution, deliveryannouncement, announcement pendency or performance of the obligations under this Agreement or the announcement, pendency transactions contemplated hereby or anticipated the consummation of the Merger; (d) any natural disaster transactions contemplated by this Agreement or any communications or other disclosure to any third party (whether or not intentional) by either Party regarding this Agreement or the transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, investors or employees and the identity of Buyer and its Affiliates, (C) changes generally and not specifically relating to the Acquired Assets in the industry or markets in which the Acquired Assets are used or the Business Products are sold by Seller, (D) changes in economic conditions or financial markets in any country or region or globally, including changes in interest or exchange rates and changes in currency and credit markets, (E) changes in general legal, tax, regulatory, political or business conditions in any country or region, (F) acts of war, armed hostilities, sabotage or terrorism, sabotage, military action or war or any escalation or worsening thereof; of any such acts of war, armed hostilities, sabotage or terrorism, (eG) any changes (failure of Seller to meet any projections, guidance, estimates, forecasts or milestones for or during any period ending on or after the date of this Agreementhereof with respect to the Acquired Assets or the Business Products, (H) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in GAAP, other applicable accounting rules any country or applicable Lawregion, or (I) changes in law or developments other legal or regulatory conditions (or the reasonable interpretation thereof) or changes in politicalaccounting standards by the applicable standard-setting organization (or the reasonable interpretation thereof). For the avoidance of doubt, regulatory the Parties agree that the terms “material”, “materially” or legislative conditions; or (f) “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the taking of any action required by this Agreementmeaning ascribed to Material Adverse Effect.

Organization, Qualification and Corporate Power. The Parent Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. The Parent Company is duly qualified to conduct business and is in good standing under the laws Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylawsby-laws, each as amended to date. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylawsby-laws, as amended to date, or under any Material Contract (as defined below), except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means any effect that either alone or in combination with any other effect has a material adverse effect on (i) the assets, business, financial condition (financial or otherwise), or results of operations of the Parent and its SubsidiariesCompany, taken as a wholewhole or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate Company participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company or its Subsidiaries to meet internal projections projections, budgets, or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or other international or national calamity or any escalation or worsening thereof; (e) earthquakes, hurricanes, tornadoes, floods, epidemics or disease outbreaks or other natural disasters or Acts of God; (f) any changes (after the date of this Agreement) in United States generally accepted accounting principles (“GAAP”), other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; (g) general financial, credit, capital market or regulatory conditions or any changes therein (provided, however, that such effects do not affect the Company and its Subsidiaries taken as a whole disproportionately as compared to the Company’s competitors); (h) any matter disclosed in the Company Disclosure Schedule or the draft Super 8-K (as defined below) provided to Parent on October 23, 2024 (excluding any disclosures (whether contained under the heading “Risk Factors,” in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary, predictive or forward-looking in nature) or (fi) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. The Parent Company is duly qualified to conduct business and is in good standing under the laws Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylawsby-laws, each as amended to date. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylawsby-laws, as amended to date, or under any Material Contract (as defined below), except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means any effect that either alone or in combination with any other effect has a material adverse effect on (i) the assets, business, financial condition (financial or otherwise), or results of operations of the Parent Company and its the Company Subsidiaries, taken as a wholewhole or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate Company participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company or its Subsidiaries to meet internal projections projections, budgets, or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or other international or national calamity or any escalation or worsening thereof; (e) earthquakes, hurricanes, tornadoes, floods, epidemics or disease outbreaks (including COVID-19 virus) or other natural disasters or Acts of God; (f) any changes (after the date of this Agreement) in United States generally accepted accounting principles (“GAAP”), other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; (g) general financial, credit, capital market or regulatory conditions or any changes therein (provided, however, that such effects do not affect the Company and its Subsidiaries taken as a whole disproportionately as compared to the Company’s competitors); (h) any matter disclosed in the Company Disclosure Schedule or the draft Super 8-K provided to Parent on July 13, 2023 (excluding any disclosures (whether contained under the heading “Risk Factors,” in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary, predictive or forward-looking in nature) or (fi) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent Company is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to date, or any mortgage, indenture, lease, license or any other agreement or instrument except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise)condition, or results of operations of the Parent and its Subsidiaries, Company taken as a whole; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate Company participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAPGAAP (as defined in Section 2.7 below), other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; , or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent Company is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware and the Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareCalifornia. The Parent Company is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Buyer complete and accurate copies of its certificate or articles of incorporation and bylawsby-laws. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, incorporation or its bylaws, as amended to dateby-laws. For purposes of this Agreement, “Parent "Company Material Adverse Effect” " means a material adverse effect on the assets, business, financial condition (financial or otherwise), or results of operations of the Parent and its SubsidiariesCompany (as defined below), taken as a whole; providedPROVIDED, thatHOWEVER, that in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitutefollowing, nor shall any in and of the following be taken into account in determining whether there has occurreditself, constitute a Parent Company Material Adverse Effect: (ax) any effects, changes, events, circumstances or conditions generally affecting the industries industry in which the Parent Company operates or its Subsidiaries participate resulting solely from changes in general business or the U.S. or global economy or capital markets as a wholeeconomic conditions; (by) any failure effects, changes, events, circumstances or conditions to the extent resulting solely from the announcement or pendency of any of the transactions contemplated by this Agreement; and (z) any effects, changes, events, circumstances or conditions to the extent resulting solely from compliance by the Parent to meet internal projections or forecasts or revenue or earnings predictions; (c) company with the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Lawterms of, or changes or developments in political, regulatory or legislative conditions; or (f) the taking of any action required by by, this Agreement.

Organization, Qualification and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent Company is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to date, except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means any effect that either alone or in combination with any other effect has a material adverse effect on the assets, business, financial condition (financial or otherwise), or results of operations of the Parent Company and its the Company Subsidiaries, taken as a whole; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate Company participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the Merger; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; , or (f) the taking of any action required by this Agreement.

Organization, Qualification and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Acquisition Subsidiary Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent Company is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect (as defined below). The Parent Company has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent Company has furnished or made available to the Company Parent complete and accurate copies of its certificate or articles of incorporation and bylaws. Neither the Parent nor the Acquisition Subsidiary The Company is not in default under or in violation of any provision of its certificate or articles of incorporation, as amended to date, or its bylaws, as amended to date, or any mortgage, indenture, lease, license or any other agreement or instrument except where such default or violation would not be reasonably expected to have a Company Material Adverse Effect. For purposes of this Agreement, “Parent Company Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise)condition, or results of operations of the Parent and its Subsidiaries, taken as a wholeCompany; provided, that, in no event shall any effects (whether alone or in combination) resulting from or arising in connection with any of the following be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Parent Company Material Adverse Effect: (a) conditions generally affecting the industries in which the Parent or its Subsidiaries participate Company participates or the U.S. or global economy or capital markets as a whole; (b) any failure by the Parent Company to meet internal projections or forecasts or revenue or earnings predictions; (c) the execution, delivery, announcement or performance of the obligations under this Agreement or the announcement, pendency or anticipated consummation of the MergerShare Exchange; (d) any natural disaster or any acts of terrorism, sabotage, military action or war or any escalation or worsening thereof; (e) any changes (after the date of this Agreement) in GAAP, other applicable accounting rules or applicable Law, or changes or developments in political, regulatory or legislative conditions; , or (f) the taking of any action required by this Agreement.