Common use of Required Consents; Authority Clause in Contracts

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Shareholder and the Guarantor of each Transaction Document to which it is a party, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the Selling Shareholder under the Forward Sale Agreement, have been obtained, except (i) as may be required under state securities or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Date and (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriters and as would not materially adversely affect the Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the Selling Shareholder and the Guarantor has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreement; this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by the Selling Shareholder and the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by the Forward Purchaser, is enforceable against the Selling Shareholder or the Guarantor, as applicable, in accordance with the terms thereof subject to (A) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (B) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.

Required Consents; Authority. All consentsNo consent, approvalsapproval, authorizations and orders necessary authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution and delivery by the Selling Shareholder Stockholder of this Agreement, the lock-up agreement of the Selling Stockholder described in Section 9(n) hereof (the “Selling Stockholder Lock-Up Agreement”) and the Guarantor Power of each Transaction Document to which it is a partyAttorney (the “Power of Attorney”) (collectively, for the consummation of the Purchase and Exchange Transactions “Selling Stockholder Agreements”) hereinafter referred to, and for the sale and delivery of a number of the Common Shares equal to in the number form of Offered Shares ADSs to be sold by the Selling Shareholder under the Forward Sale Agreement, have been obtainedStockholder hereunder, except for (i) the report filed by the MOEF in respect of the issuance of the ADRs and the ADSs, which was accepted by the MOEF on June 7, 2021, and is in full force and effect, (ii) the notification to the MOEF which is required to be made immediately upon receipt of the proceeds from the sale of the Securities as described in the Registration Statement, (iii) the consent from the Company regarding foreign depositary institution’s acquisition of existing equity securities issued by the Company, (iv) the registration of the Common Shares and the ADSs under the Securities Act and the Exchange Act, and (v) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA and under applicable state securities or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to purchase and distribution of the Closing Date Securities by the Underwriters; and (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriters and as would not materially adversely affect the Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the Selling Shareholder and the Guarantor Stockholder has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions Stockholder Agreements and to sell, assign, transfer and deliver the Common Shares in the form of ADSs to be sold under the Forward Sale Agreement; this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by Stockholder hereunder; the Selling Shareholder; and Stockholder Agreements have each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by the Selling Shareholder and the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by the Forward Purchaser, is enforceable against the Selling Shareholder or the Guarantor, as applicable, in accordance with the terms thereof subject to (A) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (B) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be broughtStockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Shareholder and the Guarantor of each Transaction Document to which it is a party, for the consummation of the Purchase and Exchange Transactions Transaction and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the Selling Shareholder under the Forward Sale Agreement, have been obtained, except (i) as may be required under state securities or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Initial Closing Date and (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriters and as would not materially adversely affect the Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the Selling Shareholder and the Guarantor has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions Transaction and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreement; this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by the Selling Shareholder and the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by the Forward Purchaser, is enforceable against the Selling Shareholder or the Guarantor, as applicable, in accordance with the terms thereof subject to (A) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (B) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.

Required Consents; Authority. All (i) In the case of a Selling Stockholder other than a Specified Selling Stockholder, (A) all consents, approvals, authorizations and orders necessary for the execution and delivery by the such Selling Shareholder and the Guarantor Stockholder of each Transaction Document to which it is a partythis Agreement, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the such Selling Shareholder under the Forward Sale AgreementStockholder hereunder, have been obtained, except for (ix) as may be required under state securities or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Date and (iii) for such consents, approvals, authorizations or and orders as have already been obtained, made or waived or will be obtained prior to the Closing Date, (y) such consents, approvals, authorizations and orders as may be required by FINRA, NYSE and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters or (z) where the failure to obtain any such consent, approval, authorization or order would not adversely affect reasonably be expected, individually or in the Underwriters and as would not materially adversely affect the aggregate, to have a Material Adverse Effect; (B) such Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the Selling Shareholder and the Guarantor Stockholder has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions this Agreement and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreementby such Selling Stockholder hereunder; and (C) this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by such Selling Stockholder. (ii) In the case of a Specified Selling Shareholder Stockholder, (A) all consents, approvals, authorizations and orders necessary for the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by such Specified Selling Stockholder of this Agreement, the Forward PurchaserPower of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”), is enforceable against and for the sale and delivery of the Shares to be sold by such Specified Selling Shareholder Stockholder hereunder, have been obtained, except for (x) such consents, approvals, authorizations and orders as have already been obtained, made or waived or will be obtained prior to the GuarantorClosing Date, (y) such consents, approvals, authorizations and orders as applicablemay be required by FINRA, NYSE and under applicable state securities laws in accordance connection with the terms thereof subject purchase and distribution of the Shares by the Underwriters or (z) where the failure to (A) obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the effect of bankruptcyaggregate, insolvencyto have a Material Adverse Effect on such Specified Selling Stockholder’s ability to consummate the transactions contemplated by, fraudulent conveyanceand perform its obligations under, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and this Agreement; (B) such Specified Selling Stockholder has full right, power and authority to enter into this Agreement, the effect Power of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, Attorney and the discretion Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Specified Selling Stockholder hereunder; (C) this Agreement, the Power of Attorney and the court before which any proceeding therefor may be broughtCustody Agreement have each has been duly executed and delivered by such Specified Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by the such Selling Shareholder of this Agreement and, if such Selling Shareholder is not Platinum Ivy B 2018 RSC Limited (“Platinum Ivy” or the “Direct Selling Shareholder”) (each such Selling Shareholder other than the Direct Selling Shareholder, a “Non-Direct Selling Shareholder”), the Power of Attorney (the “Power of Attorney”) and the Guarantor of each Transaction Document to which it is a partyCustody Agreement (the “Custody Agreement”) hereinafter referred to, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the such Selling Shareholder under the Forward Sale Agreementhereunder, have been obtained, except (i) as may be required under state securities or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Date and (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriters and as would not materially adversely affect the Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the such Selling Shareholder and the Guarantor has full right, power and authority to enter into each Transaction Document to which it is a party, this Agreement and, with respect to the if a Non-Direct Selling Shareholder, to consummate the Purchase Power of Attorney and Exchange Transactions the Custody Agreement and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreementby such Selling Shareholder hereunder; this Agreement has and, if a Non-Direct Selling Shareholder, the Power of Attorney and the Custody Agreement have each been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by such Selling Shareholder, except, in each case, for (i) the registration of the Shares under the Securities Act (including any related authorizations, consents, approvals and orders in connection therewith), (ii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA or the NYSE and under applicable state securities laws or non-U.S. laws in connection with the purchase and distribution of the Shares by the Underwriters, and (iii) such consents, approvals, authorizations, orders, registrations or qualifications the failure to obtain or make would not reasonably be expected to materially impair the ability of such Selling Shareholder and to consummate the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery transactions contemplated by the Forward Purchaser, is enforceable against the Selling Shareholder or the Guarantor, as applicable, in accordance with the terms thereof subject to (A) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (B) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be broughtthis Agreement.

Required Consents; Authority. All (i) In the case of a Selling Stockholder other than a Specified Selling Stockholder, (A) all consents, approvals, authorizations and orders necessary for the execution and delivery by the such Selling Shareholder and the Guarantor Stockholder of each Transaction Document to which it is a partythis Agreement, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the such Selling Shareholder under the Forward Sale AgreementStockholder hereunder, have been obtained, except (iy) such as has been obtained or will be obtained prior to the Closing Date, or (z) such as may be required under state by the rules of the New York Stock Exchange, FINRA or the securities or “Blue Sky” Sky laws of the various states in connection with the transactions contemplated hereby, offer and sale of the Shares; (iiB) such as will have been obtained on or prior to the Closing Date and (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriters and as would not materially adversely affect the Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the Selling Shareholder and the Guarantor Stockholder has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions this Agreement and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreementby such Selling Stockholder hereunder; and (C) this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by such Selling Stockholder. (ii) In the case of a Specified Selling Shareholder Stockholder, (A) all consents, approvals, authorizations and orders necessary for the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by such Selling Stockholder of this Agreement, the Forward PurchaserPower of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”), is enforceable against and for the sale and delivery of the Shares to be sold by such Selling Shareholder Stockholder hereunder, have been obtained, except (y) such as has been obtained or will be obtained prior to the Closing Date, (z) such as may be required by the rules of the New York Stock Exchange, FINRA or the Guarantor, as applicable, securities or Blue Sky laws of the various states in accordance connection with the terms thereof subject to (A) offer and sale of the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and Shares; (B) such Specified Selling Stockholder has full right, power and authority to enter into this Agreement, the effect Power of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, Attorney and the discretion Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; and (C) this Agreement, the Power of Attorney and the court before which any proceeding therefor may be broughtCustody Agreement have each has been duly executed and delivered by such Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by STEP and SSG of this Agreement, the Selling Shareholder Exchange Agreement, the Registration Rights Agreement (except for consent by the majority parties as set forth in the Existing Registration Rights Agreement) and the Guarantor of each Transaction Document to which it is a party, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares any other documents to be sold entered into by the Selling Shareholder under the Forward Sale Agreement, have been obtained, except (i) as may be required under state securities STEP or “Blue Sky” laws SSG in connection with the transactions contemplated herebyTransactions, (ii) such as will including the delivery of the Consideration Units and the Cash Consideration Amount by SSG hereunder, have been obtained on (except for anything set forth in Section 2.1) except where the failure, individually or prior to in the Closing Date and (iii) for such consentsaggregate, approvals, authorizations or orders as would not adversely affect the Underwriters reasonably be expected to impair SSG’s and as would not materially adversely affect the Selling Shareholder’s or the GuarantorSTEP’s ability to perform its obligations under consummate the Transaction Documents to which it is a party or materially impair the validity or enforceability hereoftransactions contemplated hereby and thereby; and each of the Selling Shareholder and the Guarantor SSG has full right, power and authority to enter into each Transaction Document to which it is a partythis Agreement, and, with respect to the Selling Shareholder, to consummate Exchange Agreement and the Purchase and Exchange Transactions Registration Rights Agreement and to sell, assign, transfer and deliver the Common Shares Consideration Units to be sold under the Forward Sale Agreement; this exchanged by SSG hereunder. This Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by the Selling Shareholder each of STEP and SSG and the GuarantorExchange Agreement, respectivelyRegistration Rights Agreement and the other documents to be entered into by STEP or SSG in connection with the Transactions have been duly authorized by each of STEP and SSG. At a meeting duly called and held, the STEP Board has (i) determined that this Agreement, the Exchange Agreement, the Registration Rights Agreement and constitutes a valid any other documents to be entered into by STEP or SSG in connection with the Transactions are fair to and binding agreement in the best interests of STEP’s stockholders, (ii) approved, adopted and declared advisable this Agreement, the Exchange Agreement, the Registration Rights Agreement, any other documents to be entered into by STEP or SSG in connection with the Transactions, (iii) resolved to recommend the approval of the Selling Shareholder Transactions by the stockholders of STEP (such recommendation, the “STEP Board Recommendation”) and (iv) directed that the approval of the Transactions be submitted to a vote of STEP’s stockholders, each of which resolutions has not been rescinded, modified or withdrawn as of the Guarantordate of this Agreement. The affirmative vote (in person or by proxy) of the holders of a majority of STEP’s shares of common stock, voting together as a single class, that are present at a meeting where holders of a majority of the voting power of the stock outstanding and entitled to vote are present, is the only vote of the holders of any class or series of capital stock of STEP necessary to obtain the STEP Stockholder Approval and Nasdaq Approval. STEP has taken and will take all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, andunder the Exchange Act, assuming due authorizationand be exempt for purposes of Section 16(b) under the Exchange Act, execution any acquisitions or dispositions of equity securities of STEP (including derivative securities with respect thereto) and delivery any securities that may be deemed to be equity securities or derivative securities of STEP for such purposes that result from the transactions contemplated by this Agreement and the Forward PurchaserExchange Agreement, is enforceable against the Selling Shareholder by each director or the Guarantor, as applicable, in accordance with the terms thereof officer of STEP (including directors-by-deputization) who may reasonably be expected to be subject to (Athe reporting requirements of Section 16(a) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (B) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which Exchange Act with respect to STEP upon the registration of any proceeding therefor may be broughtclass of equity security of STEP pursuant to Section 12 of the Exchange Act.

Required Consents; Authority. All consentsNo consent, approvalsapproval, authorizations and orders necessary authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution and delivery by the Selling Shareholder Stockholder of this Agreement, the lock-up agreement of the Selling Stockholder described in Section 9(n) hereof (the “Selling Stockholder Lock-Up Agreement”) and the Guarantor Power of each Transaction Document to which it is a partyAttorney (the “Power of Attorney”) (collectively, for the consummation of the Purchase and Exchange Transactions “Selling Stockholder Agreements”) hereinafter referred to, and for the sale and delivery of a number of the Common Shares equal to in the number form of Offered Shares ADSs to be sold by the Selling Shareholder under the Forward Sale Agreement, have been obtainedStockholder hereunder, except for (i) the report filed by the MOEF in respect of the issuance of the ADRs and the ADSs, which was accepted by the MOEF on [●], 2020, and is in full force and effect, (ii) the notification to the MOEF which is required to be made immediately upon receipt of the proceeds from the sale of the Securities as described in the Registration Statement, (iii) the consent from the Company regarding foreign depositary institution’s acquisition of existing equity securities issued by the Company, (iv) the registration of the Common Shares and the ADSs under the Securities Act and the Exchange Act, and (v) such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA and under applicable state securities or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to purchase and distribution of the Closing Date Securities by the Underwriters; and (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriters and as would not materially adversely affect the Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the Selling Shareholder and the Guarantor Stockholder has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions Stockholder Agreements and to sell, assign, transfer and deliver the Common Shares in the form of ADSs to be sold under the Forward Sale Agreement; this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by Stockholder hereunder; the Selling Shareholder; and Stockholder Agreements have each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by the Selling Shareholder and the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by the Forward Purchaser, is enforceable against the Selling Shareholder or the Guarantor, as applicable, in accordance with the terms thereof subject to (A) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (B) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be broughtStockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Shareholder and the Guarantor of each Transaction Document to which it is a party, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the Selling Shareholder under the Forward Sale Agreement, have been obtained, except (i) as may be required under state securities or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Date and (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriters and as would not materially adversely affect the Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the Selling Shareholder and the Guarantor has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreement; this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by the Selling Shareholder and the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by the Forward Purchaser, is enforceable against the Selling Shareholder or the Guarantor, as applicable, in accordance with the terms thereof subject to (A) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (B) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.

Required Consents; Authority. All (i) In the case of a Selling Stockholder other than a Specified Selling Stockholders, all consents, approvals, authorizations and orders necessary for the execution and delivery by the such Selling Shareholder and the Guarantor Stockholder of each Transaction Document to which it is a party, for the consummation of the Purchase and Exchange Transactions this Agreement and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the such Selling Shareholder under the Forward Sale AgreementStockholder hereunder, have been obtained, obtained except (ix) such as has been obtained or will be obtained prior to the Closing Date, (y) such as may be required under state by the Securities Act, the Exchange Act, the rules of the New York Stock Exchange (the “Exchange”), FINRA or the securities or “Blue Sky” Sky laws of the various states in connection with the offer and sale of the Shares or (z) such that would not reasonably be expected to have a material adverse effect on the ability of such Selling Stockholder to consummate the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Date and (iii) for such consents, approvals, authorizations or orders as would not adversely affect the Underwriters and as would not materially adversely affect the Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereofby this Agreement; and each of the such Selling Shareholder and the Guarantor Stockholder has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions this Agreement and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreementby such Selling Stockholder hereunder; and this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by such Selling Stockholder. (ii) In the case of a Specified Selling Shareholder Stockholder, all consents, approvals, authorizations and orders necessary for the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by such Selling Stockholder of this Agreement, the Forward PurchaserPower of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”), is enforceable against and for the sale and delivery of the Shares to be sold by such Selling Shareholder Stockholder hereunder, have been obtained, except (x) such as has been obtained or will be obtained prior to the Closing Date, (y) such as may be required by the Securities Act, the Exchange Act, the rules of the Exchange, FINRA or the Guarantor, as applicable, securities or Blue Sky laws of the various states in accordance connection with the terms thereof subject offer and sale of the Shares or (z) such that would not reasonably be expected to (A) have a material adverse effect on the effect ability of bankruptcysuch Selling Stockholder to consummate the transactions contemplated by this Agreement, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (B) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, Custody Agreement and the discretion Power of Attorney; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the court before which any proceeding therefor may Shares to be broughtsold by such Selling Stockholder hereunder; and this Agreement has been duly authorized, executed and delivered on behalf of such Selling Stockholder.

Required Consents; Authority. All (i) In the case of a Selling Stockholder other than a Specified Selling Stockholder, (A) all consents, approvals, authorizations and orders necessary for the execution and delivery by the such Selling Shareholder and the Guarantor Stockholder of each Transaction Document to which it is a partythis Agreement, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the such Selling Shareholder under the Forward Sale AgreementStockholder hereunder, have been obtained, except for (ix) as may be required under state securities or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Date and (iii) for such consents, approvals, authorizations or and orders as have already been obtained, made or waived or will be obtained prior to the Closing Date, (y) such consents, approvals, authorizations and orders as may be required by FINRA, NYSE and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters or (z) where the failure to obtain any such consent, approval, authorization or order would not adversely affect reasonably be expected, individually or in the Underwriters and as would not materially adversely affect the aggregate, to have a Material Adverse Effect; (B) such Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the Selling Shareholder and the Guarantor Stockholder has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions this Agreement and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreementby such Selling Stockholder hereunder; and (C) this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by such Selling Stockholder. (ii) In the case of a Specified Selling Shareholder Stockholder, (A) all consents, approvals, authorizations and orders necessary for the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by such Specified Selling Stockholder of this Agreement, the Forward PurchaserPower of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”), is enforceable against and for the sale and delivery of the Shares to be sold by such Specified Selling Shareholder Stockholder hereunder, have been obtained, except for (x) such consents, approvals, authorizations and orders as have already been obtained, made or waived or will be obtained prior to the GuarantorClosing Date, (y) such consents, approvals, authorizations and orders as applicablemay be required by FINRA, NYSE and under applicable state securities laws in accordance connection with the terms thereof subject purchase and distribution of the Shares by the Underwriters or (z) where the failure to (A) obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the effect of bankruptcyaggregate, insolvencyto have a Material Adverse Effect on such Specified Selling Stockholder's ability to consummate the transactions contemplated by, fraudulent conveyanceand perform its obligations under, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and this Agreement; (B) such Specified Selling Stockholder has full right, power and authority to enter into this Agreement, the effect Power of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, Attorney and the discretion Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Specified Selling Stockholder hereunder; and (C) this Agreement, the Power of Attorney and the court before which any proceeding therefor may be broughtCustody Agreement have each been duly executed and delivered by such Specified Selling Stockholder.

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of (i) this Agreement, (ii) the Power of Attorney appointing certain individuals as such Selling Shareholder’s attorneys-in-fact (the “Attorneys-in-Fact”) to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”), and (iii) the Custody Agreement, signed by such Selling Shareholder and Continental Stock Transfer & Trust Company, as custodian (the Guarantor of each Transaction Document “Custodian”), relating to which it is a party, for the consummation deposit of the Purchase and Exchange Transactions Shares to be sold by such Selling Shareholder (the “Custody Agreement”), and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the such Selling Shareholder under the Forward Sale Agreementhereunder, have been obtained, except (i) such consents, approvals, authorizations and orders as have been obtained or made prior to the date of this Agreement and are in full force and effect, including such as have been already obtained under the Securities Act or the rules of The Nasdaq Global Market, (ii) such as have been already obtained or as may be required under state securities laws or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Date rules of FINRA and (iii) for such consents, approvals, authorizations and orders for which a failure to obtain would not, individually or orders as would not adversely affect in the Underwriters and as would not aggregate, reasonably be expected to materially adversely affect impair the power or ability of such Selling Shareholder’s or the Guarantor’s ability Shareholder to perform its obligations under this Agreement, the Transaction Documents Power of Attorney or the Custody Agreement or to which it is a party consummate the transactions contemplated hereby or materially impair the validity or enforceability hereofthereby; and each of the such Selling Shareholder and the Guarantor has full right, power and authority to enter into each Transaction Document to which it is a partythis Agreement, and, with respect to the Selling Shareholder, to consummate Power of Attorney and the Purchase and Exchange Transactions Custody Agreement and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreementby such Selling Shareholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement has have each been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by the such Selling Shareholder and the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by the Forward Purchaser, is enforceable against the Selling Shareholder or the Guarantor, as applicable, in accordance with the terms thereof subject to (A) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (B) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be broughtShareholder.

Required Consents; Authority. All (i) In the case of a Selling Stockholder other than a Specified Selling Stockholder, (A) all consents, approvals, authorizations and orders necessary for the execution and delivery by the such Selling Shareholder and the Guarantor Stockholder of each Transaction Document to which it is a partythis Agreement, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the such Selling Shareholder under the Forward Sale AgreementStockholder hereunder, have been obtained, except for (ix) as may be required under state securities or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Date and (iii) for such consents, approvals, authorizations or and orders as have already been obtained, made or waived or will be obtained prior to the Closing Date, (y) such consents, approvals, authorizations and orders as may be required by FINRA, NYSE and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters or (z) where the failure to obtain any such consent, approval, authorization or order would not adversely affect reasonably be expected, individually or in the Underwriters and as would not materially adversely affect the aggregate, to have a Material Adverse Effect; (B) such Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the Selling Shareholder and the Guarantor Stockholder has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions this Agreement and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreementby such Selling Stockholder hereunder; and (C) this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by such Selling Stockholder. (ii) In the case of a Specified Selling Shareholder Stockholder, (A) all consents, approvals, authorizations and orders necessary for the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by such Specified Selling Stockholder of this Agreement, the Forward PurchaserPower of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”), is enforceable against and for the sale and delivery of the Shares to be sold by such Specified Selling Shareholder Stockholder hereunder, have been obtained, except for (x) such consents, approvals, authorizations and orders as have already been obtained, made or waived or will be obtained prior to the GuarantorClosing Date, (y) such consents, approvals, authorizations and orders as applicablemay be required by FINRA, NYSE and under applicable state securities laws in accordance connection with the terms thereof subject purchase and distribution of the Shares by the Underwriters or (z) where the failure to (A) obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the effect of bankruptcyaggregate, insolvencyto have a Material Adverse Effect on such Specified Selling Stockholder's ability to consummate the transactions contemplated by, fraudulent conveyanceand perform its obligations under, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and this Agreement; (B) such Specified Selling Stockholder has full right, power and authority to enter into this Agreement, the effect Power of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, Attorney and the discretion of Custody Agreement and to sell, assign, transfer and deliver the court before which any proceeding therefor may Shares to be brought.sold by such Specified Selling Stockholder hereunder; and

Required Consents; Authority. All consents, approvals, authorizations and orders necessary for the execution and delivery by STEP, SSG and SSE of this Agreement, the Selling Shareholder Registration Rights Agreement and the Guarantor of each Transaction Document to which it is a party, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares any other documents to be sold entered into by the Selling Shareholder under the Forward Sale AgreementSSE, have been obtained, except (i) as may be required under state securities or “Blue Sky” laws SSG and STEP in connection with the transactions contemplated herebyTransaction, (ii) such as will including the delivery of the Consideration Securities and any cash consideration amount by STEP hereunder, have been obtained on (except for anything set forth in Section 2.1) except where the failure, individually or prior to in the Closing Date and (iii) for such consentsaggregate, approvals, authorizations or orders as would not adversely affect the Underwriters reasonably be expected to impair SSE’s, SSG’s and as would not materially adversely affect the Selling Shareholder’s or the GuarantorSTEP’s ability to perform its obligations under consummate the Transaction Documents to which it is a party or materially impair the validity or enforceability hereoftransactions contemplated hereby and thereby; and each of the Selling Shareholder and the Guarantor SSG has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to this Agreement and the Selling Shareholder, to consummate the Purchase and Exchange Transactions Registration Rights Agreement and to sell, assign, transfer and deliver the Common Shares Consideration Securities to be sold under the Forward Sale Agreement; this exchanged by SSG hereunder. This Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by the Selling Shareholder each of STEP, SSG and SSE and the GuarantorRegistration Agreement and the other documents to be entered into by STEP, respectivelySSG or SSE in connection with the Transactions have been duly authorized by each of STEP, SSG and constitutes SSE. At a valid meeting duly called and binding agreement held, the STEP Board has (i) determined that this Agreement, the Registration Rights Agreement and any other documents to be entered into by STEP, SSG or SSE in connection with the Transactions are fair to and in the best interests of STEP’s stockholders, (ii) approved, adopted and declared advisable this Agreement, the Registration Rights Agreement and any other documents to be entered into by STEP, SSG or SSE in connection with the Transactions, (iii) resolved to recommend the approval of the Selling Shareholder Transactions by the stockholders of STEP (such recommendation, the “STEP Board Recommendation”) and (iv) directed that the approval of the Transactions be submitted to a vote of STEP’s stockholders, each of which resolutions has not been rescinded, modified or withdrawn as of the Guarantordate of this Agreement. The affirmative vote (in person or by proxy) of the holders of a majority of STEP’s shares of common stock, voting together as a single class, that are present at a meeting where holders of a majority of the voting power of the stock outstanding and entitled to vote are present, is the only vote of the holders of any class or series of capital stock of STEP necessary to obtain the STEP Stockholder Approval and Nasdaq Approval. STEP has taken and will take all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, andunder the Exchange Act, assuming due authorizationand be exempt for purposes of Section 16(b) under the Exchange Act, execution any acquisitions or dispositions of equity securities of STEP (including derivative securities with respect thereto) and delivery any securities that may be deemed to be equity securities or derivative securities of STEP for such purposes that result from the transactions contemplated by the Forward Purchaserthis Agreement, is enforceable against the Selling Shareholder by each director or the Guarantor, as applicable, in accordance with the terms thereof officer of STEP (including directors-by-deputization) who may reasonably be expected to be subject to (Athe reporting requirements of Section 16(a) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (B) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which Exchange Act with respect to STEP upon the registration of any proceeding therefor may be broughtclass of equity security of STEP pursuant to Section 12 of the Exchange Act.

Required Consents; Authority. All (i) In the case of a Selling Stockholder other than a Specified Selling Stockholder, (A) all consents, approvals, authorizations and orders necessary for the execution and delivery by the such Selling Shareholder and the Guarantor Stockholder of each Transaction Document to which it is a partythis Agreement, for the consummation of the Purchase and Exchange Transactions and for the sale and delivery of a number of Common Shares equal to the number of Offered Shares to be sold by the such Selling Shareholder under the Forward Sale AgreementStockholder hereunder, have been obtained, except for (ix) as may be required under state securities or “Blue Sky” laws in connection with the transactions contemplated hereby, (ii) such as will have been obtained on or prior to the Closing Date and (iii) for such consents, approvals, authorizations or and orders as have already been obtained, made or waived or will be obtained prior to the Closing Date, (y) such consents, approvals, authorizations and orders as may be required by FINRA, NYSE and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters or (z) where the failure to obtain any such consent, approval, authorization or order would not adversely affect reasonably be expected, individually or in the Underwriters and as would not materially adversely affect the aggregate, to have a Material Adverse Effect; (B) such Selling Shareholder’s or the Guarantor’s ability to perform its obligations under the Transaction Documents to which it is a party or materially impair the validity or enforceability hereof; and each of the Selling Shareholder and the Guarantor Stockholder has full right, power and authority to enter into each Transaction Document to which it is a party, and, with respect to the Selling Shareholder, to consummate the Purchase and Exchange Transactions this Agreement and to sell, assign, transfer and deliver the Common Shares to be sold under the Forward Sale Agreementby such Selling Stockholder hereunder; and (C) this Agreement has been duly authorized by the Selling Shareholder and has been executed and delivered by the Selling Shareholder; and each of the Forward Sale Agreement and the Guarantee has been duly and validly authorized, executed and delivered by such Selling Stockholder. (ii) In the case of a Specified Selling Shareholder Stockholder, (A) all consents, approvals, authorizations and orders necessary for the Guarantor, respectively, and constitutes a valid and binding agreement of the Selling Shareholder or the Guarantor, as applicable, and, assuming due authorization, execution and delivery by such Specified Selling Stockholder of this Agreement, the Forward PurchaserPower of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”), is enforceable against and for the sale and delivery of the Shares to be sold by such Specified Selling Shareholder Stockholder hereunder, have been obtained, except for (x) such consents, approvals, authorizations and orders as have already been obtained, made or waived or will be obtained prior to the GuarantorClosing Date, (y) such consents, approvals, authorizations and orders as applicablemay be required by FINRA, NYSE and under applicable state securities laws in accordance connection with the terms thereof subject purchase and distribution of the Shares by the Underwriters or (z) where the failure to (A) obtain any such consent, approval, authorization or order would not reasonably be expected, individually or in the effect of bankruptcyaggregate, insolvencyto have a Material Adverse Effect on such Specified Selling Stockholder’s ability to consummate the transactions contemplated by, fraudulent conveyanceand perform its obligations under, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and this Agreement; (B) such Specified Selling Stockholder has full right, power and authority to enter into this Agreement, the effect Power of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, Attorney and the discretion Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Specified Selling Stockholder hereunder; and (C) this Agreement, the Power of Attorney and the court before which any proceeding therefor may be broughtCustody Agreement have each has been duly executed and delivered by such Specified Selling Stockholder.