Common use of Stockholder Matters Clause in Contracts

Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each of the CI Stockholders and Lim, in his, her or its capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLC, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company and LLC, its respective directors, managers and officers to take all actions necessary for the consummation of the Business Combination and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim for purposes of the Applicable Corporate Laws. The Stockholder, each of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate Laws. (b) The Stockholder and each of the CI Stockholders, severally and not jointly, represents and warrants as follows: (i) all Parent Common Stock to be acquired by such Person pursuant to this Agreement will be acquired for his, her or its account and not with a view towards distribution thereof other than, with respect to any such Persons that are entities, transfers to its stockholders, partners or members; (ii) he, she or it understands that he, she or it must bear the economic risk of the investment in the Parent Common Stock, which cannot be sold by him, her or it unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) he, she or it has had access to the Parent SEC Reports filed prior to the date of this Agreement. The Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that (v) he, she or it is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it understands that the certificates representing the Parent Common Stock to be received by him, her or it may bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement. Any CI Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b). (c) The Stockholder, each of the CI Stockholders and Lim, severally and not jointly, represents and warrants that the execution and delivery of this Agreement by such Person does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Person or the Company or, after the Closing, the Parent, or prevent consummation of the Business Combination or otherwise prevent the parties hereto from performing their obligations under this Agreement.

Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each of the CI Stockholders and LimStockholder, in his, her or its capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLCthe Company, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company the Company and LLC, its respective directors, managers directors and officers to take all actions necessary for the consummation of the Business Combination Mergers and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution and approval shall be deemed to be action taken irrevocable by the irrevocable written consent of the each Stockholder, the CI Stockholders and Lim for purposes of the Applicable Corporate Laws. The Stockholder, each of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate Laws. (b) The Each Stockholder has all necessary power and each of the CI Stockholders, severally authority to execute and not jointly, represents and warrants as follows: (i) all Parent Common Stock to be acquired by such Person pursuant to deliver this Agreement will be acquired for hisand to perform its obligations hereunder and, her or its account and not with a view towards distribution thereof other than, with to consummate the transactions contemplated hereby. With respect to any such Persons that are entities, transfers to its stockholders, partners or members; (ii) he, she or it understands that he, she or it must bear the economic risk of the investment in the Parent Common Stock, which cannot be sold by him, her or it unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) he, she or it has had access to the Parent SEC Reports filed prior to the date of this Agreement. The Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that (v) he, she or it is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it understands that the certificates representing the Parent Common Stock to be received by him, her or it may bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement. Any CI Stockholder that is not an entityindividual, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b). (c) The Stockholder, each of the CI Stockholders and Lim, severally and not jointly, represents and warrants that the execution and delivery of this Agreement and the consummation by each Stockholder of the transactions contemplated hereby (including the Transaction Merger) have been duly and validly authorized by all necessary action on the part of such Person Stockholder and no other proceedings on the part of such Stockholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to Applicable Law and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by each Stockholder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of each Stockholder, enforceable against such Stockholders in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. (c) Each Stockholder for itself only, represents and warrants as follows: (i) that its execution and delivery of this Agreement does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (i1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (ii2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Person itself or the Company or, after the Closing, the Parent, or prevent consummation of the Business Combination Mergers or otherwise prevent the parties hereto from performing their material obligations under this Agreement; (ii) it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act; (iii) it is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D of the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3); and (iv) it owns the Company Common Shares and Company Preferred Shares listed on Schedule 2.3(a) as being owned by it free and clear of all Liens and has not granted to any other Person any options or other rights to buy such securities, nor has it granted any interest in such securities to any Person of any nature.

Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each of the CI Stockholders and Lim, in his, her or its capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLC, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company and LLC, its respective directors, managers and officers to take all actions necessary for the consummation of the Business Combination and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim for purposes of the Applicable Corporate Laws. The Stockholder, each of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate Laws. (b) The Stockholder and each of the CI Stockholders, severally and not jointly, represents and warrants as follows: (i) all Parent Common Stock to be acquired by such Person pursuant to this Agreement will be acquired for his, her or its account and not with a view towards distribution thereof other than, with respect to any such Persons that are entities, transfers to its stockholders, partners or members; (ii) he, she or it understands that he, she or it must bear the economic risk of the investment in the Parent Common Stock, which cannot be sold by him, her or it unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it Stockholder has had both the opportunity to ask questions and receive answers from the officers and directors of Parent NSAQ and all persons acting on ParentNSAQ’s behalf concerning the business and operations of Parent NSAQ and to obtain any additional information to the extent Parent NSAQ possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and ; (ivii) he, she or it Stockholder has had access to the Parent NSAQ SEC Reports (as defined below in Section 3.7(a)) filed prior to the date of this Agreement; (iii) This Agreement has been duly and validly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery thereof by the other Parties hereto, constitutes the legal and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. The Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that (v) he, she or it is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it understands that the certificates representing the Parent Common Stock to be received by him, her or it may bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement. Any CI Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b). (c) The Stockholder, each of the CI Stockholders and Lim, severally and not jointly, represents and warrants that the execution and delivery of this Agreement by such Person Stockholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (i1) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (ii2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Person Stockholder or the Company SDI or, after the Closing, the ParentNSAQ, or prevent consummation of the Business Combination SDI Preferred Stock Purchase or the Share Exchange or otherwise prevent the parties Parties hereto from performing their material obligations under this Agreement; and (iv) Stockholder owns the SDI Common Shares free and clear of all Liens. (v) The NSAQ Shares to be acquired by Stockholder will be acquired for investment for such Stockholder’s own account and not with a view to the resale or distribution of any part thereof. (vi) Stockholder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and (ii) does not qualify as a “U.S. Person” as defined in Regulation S under the Securities Act. (vii) Stockholder understands that it will acquire “restricted securities” from NSAQ under the United States federal securities laws and that under such laws and applicable regulations such securities may only be sold in the United States pursuant to an effective registration statement or an available exemption from registration. (viii) Stockholder acknowledges that the certificate evidencing the NSAQ Common Stock shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.”

Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each of the CI Stockholders and LimStockholder, in his, her or its capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLCthe Company, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company and LLCthe Company, its respective directors, managers directors and officers to take all actions necessary for the consummation of the Business Combination Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim each Stockholder for purposes of the Applicable Corporate Laws. The Stockholder, each Section 228 of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate LawsDGCL. (b) The Stockholder and each of the CI StockholdersEach Stockholder, severally and not jointlyfor itself only, represents and warrants as follows: (i) all Parent Common Stock to be acquired by such Person Stockholder pursuant to this Agreement will be acquired for his, her or its account and not with a view towards distribution thereof other than, with respect to any such Persons Stockholders that are entities, transfers to its stockholders, partners or members; (ii) he, she or it understands that he, she or it must bear the economic risk of the investment in the Parent Common Stock, which cannot be sold by himhe, her she or it unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s 's behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) he, she or it has had access to the Parent SEC Reports filed prior to the date of this Agreement. The Each Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that (v) he, she or it is either (A) an “"accredited investor” " as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it understands that the certificates representing the Parent Common Stock to be received by himhe, her she or it may bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement. Any CI Each Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b1.16(b). (c) The Each Stockholder, each of the CI Stockholders and Limfor himself, severally and not jointlyherself or itself, represents and warrants that the execution and delivery of this Agreement by such Person Stockholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “"Governmental Entity”"), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (“"Exchange Act”"), state securities laws (“"Blue Sky Laws”"), and the rules and regulations thereunder, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a9.2(b)) on such Person Stockholder or the Company or, after the Closing, the Parent, or prevent consummation of the Business Combination Merger or otherwise prevent the parties hereto from performing their obligations under this Agreement.

Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each of the CI Stockholders and LimStockholder, in his, her or its capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLCthe Company, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company and LLCthe Company, its respective directors, managers directors and officers to take all actions necessary for the consummation of the Business Combination Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim each Stockholder for purposes of the Applicable Corporate Laws. The Stockholder, each Section 228 of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate LawsDGCL. (b) The Stockholder and each of the CI StockholdersEach Stockholder, severally and not jointlyfor itself only, represents and warrants as follows: (i) all Parent Common Stock to be acquired by such Person Stockholder pursuant to this Agreement will be acquired for his, her or its account and not with a view towards distribution thereof other than, with respect to any such Persons Stockholders that are entities, transfers to its stockholders, partners or members; (ii) he, she or it understands that he, she or it must bear the economic risk of the investment in the Parent Common Stock, which cannot be sold by himhe, her she or it unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s 's behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) he, she or it has had access to the Parent SEC Reports filed prior to the date of this Agreement. The Each Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that (v) he, she or it is either (A) an “"accredited investor” " as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it understands that the certificates representing the Parent Common Stock to be received by himhe, her she or it may bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement. Any CI Each Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b1.13(b). (c) The Each Stockholder, each of the CI Stockholders and Limfor himself, severally and not jointlyherself or itself, represents and warrants that the execution and delivery of this Agreement by such Person Stockholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “"Governmental Entity”"), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 19341933, as amended (“"Securities Act"), the Exchange Act”), state securities laws (“"Blue Sky Laws”"), and the rules and regulations thereunder, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Person Stockholder or the Company or, after the Closing, the Parent, or prevent consummation of the Business Combination Merger or otherwise prevent the parties hereto from performing their obligations under this Agreement.

Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each of the CI Stockholders and LimStockholder, in his, her or its capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLCthe Company, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company and LLCthe Company, its respective directors, managers directors and officers to take all actions necessary for the consummation of the Business Combination Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim each Stockholder for purposes of the Applicable Corporate Laws. The Stockholder, each Section 228 of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate LawsDGCL. (b) The Stockholder and each of the CI StockholdersEach Stockholder, severally and not jointlyfor itself only, represents and warrants as follows: (i) all Parent Common Stock and Merger Warrants to be acquired by such Person Stockholder pursuant to this Agreement will be acquired for his, her or its account and not with a view towards distribution thereof other than, with respect to any such Persons Stockholders that are entities, transfers to its stockholders, partners or members; (ii) he, she or it understands that he, she or it must bear the economic risk of the investment in the Parent Common StockStock and Merger Warrants, which cannot be sold by himhe, her she or it unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s Parents' behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) he, she or it has had access to the Parent SEC Reports filed prior to the date of this Agreement. The Each Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that (v) he, she or it is either (A) an “"accredited investor” " as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it understands that the certificates representing the Parent Common Stock and Merger Warrants to be received by himhe, her she or it may bear legends to the effect that the Parent Common Stock and Merger Warrants may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement. Any CI Each Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b1.16(b). (c) The By executing this Agreement, each Stockholder agrees that he, she or it shall exercise any outstanding warrants to purchase shares of the capital stock of the Company that are held by it prior to the Closing Date, and further agrees that any warrants not so exercised shall expire and be of no further force and effect from and after the Closing. Such exercise may be on a cashless basis, at the election of the Stockholder, each if provided by the terms of the CI Stockholders and Limwarrant held by the Stockholder. Such exercise may also be made contingent upon the occurrence of the Closing. (d) Each Stockholder, severally and not jointlyfor himself, herself or itself, represents and warrants that the execution and delivery of this Agreement by such Person Stockholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “"Governmental Entity”"), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (“"Exchange Act”"), state securities laws (“"Blue Sky Laws”"), and the rules and regulations thereunder, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a9.2(b)) on such Person Stockholder or the Company or, after the Closing, the Parent, or prevent consummation of the Business Combination Merger or otherwise prevent the parties hereto from performing their obligations under this Agreement. (e) Each Stockholder, by his, her or its execution of this Agreement agrees that the Amended and Restated Investor Rights Agreement dated June 18, 2004 by and among the Company and certain of its stockholders, including such Stockholder, shall be terminated effective upon the Closing.

Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each of the CI Stockholders and LimStockholder, in his, her or its capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLCthe Company, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company the Company and LLC, its respective directors, managers directors and officers to take all actions necessary for the consummation of the Business Combination Transactions and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim for purposes of the Applicable Corporate Laws. The Stockholder, each of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate LawsIsraeli Companies Act (“Written Consent”). (b) The Each Stockholder, for himself only (it being understood that each Stockholder and each of makes the CI Stockholders, severally representations contained in this Section 1.12(b) only with respect to himself and not jointlywith respect to any other Stockholder), represents and warrants as follows: : (i) such Stockholder has all Parent Common Stock necessary power and authority to execute and deliver this Agreement and to perform his obligations hereunder and, to consummate the transactions contemplated hereby; (ii) this Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) all Surviving Pubco Shares to be acquired by such Person Stockholder pursuant to this Agreement will be acquired for his, her or its his account and not with a view towards distribution thereof other than, with respect to any such Persons that are entities, transfers to its stockholders, partners or members; thereof; (iiiv) he, she or it he understands that he, she or it he must bear the economic risk of the investment in the Parent Common StockSurviving Pubco Shares, which cannot be sold by him, her or it him unless it is such shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom is available thereunder; ; (iiiv) he, she or it he has had both the opportunity to ask questions and receive answers from the officers and directors of Parent Cambridge and all persons acting on ParentCambridge’s behalf concerning the business and operations of Parent Cambridge and to obtain any additional information to the extent Parent Cambridge possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and ; (ivvi) he, she or it he has had access to the Parent Cambridge SEC Reports (as defined in Section 3.7 hereof) filed prior to the date of this Agreement. The Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that (v) he, she or it is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it understands that the certificates representing the Parent Common Stock to be received by him, her or it may bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement. Any CI Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b).; (cvii) The Stockholder, each of the CI Stockholders and Lim, severally and not jointly, represents and warrants that the his execution and delivery of this Agreement by such Person does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), including without limitation to the Israeli Ministry of Defense and/or any agency thereof and/or under any Israeli national security legislation, including, without limitation, the Security Corporations Act (Protection of Security Interests) – 2006, the Defense Export Control Law – 2007 and the Control of Commodities and Services Order (Engagement in Encryption Means) – 1974, except (i1) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (ii2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Person or the Company or, after the Closing, the Parent, or prevent consummation of the Business Combination Transactions or otherwise prevent the parties hereto from performing their material obligations under this Agreement; (viii) he is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act; (ix) he is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D of the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3); (x) he understands that the certificates representing Surviving Pubco Shares to be received by it may bear legends to the effect that the Surviving Pubco Shares may not be transferred except upon compliance with (1) the registration requirements of the Securities Act (or an exemption therefrom) and (2) the provisions of this Agreement; and (xi) he owns the Company Common Shares as listed on Schedule 2.3(a) as being owned by him free and clear of all Liens and has not granted to any other Person any options or other rights to buy such securities, nor has he granted any interest in such securities to any Person of any nature.

Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each of the CI Stockholders and LimStockholder, in his, her or its capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLCPRWT, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company such PRWT and LLC, its respective directors, managers directors and officers to take all actions necessary for the consummation of the Business Combination Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim each Stockholder for purposes of the Applicable Corporate Laws. The Stockholder, each relevant provisions of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate Pennsylvania Laws. (b) The Each Stockholder and each of the CI Stockholdersfor himself, severally and not jointlyherself or itself only, represents and warrants as follows: : (i) all Parent Common Stock to be acquired by such Person pursuant to this Agreement will be acquired for his, her or its account and not with a view towards distribution thereof other than, with respect to any such Persons that are entities, transfers to its stockholders, partners or members; (ii) he, she or it understands that he, she or it must bear the economic risk of the investment in the Parent Common Stock, which cannot be sold by him, her or it unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent KBL and all persons acting on ParentKBL’s behalf concerning the business and operations of Parent KBL and to obtain any additional information to the extent Parent KBL possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and ; (ivii) he, she or it has had access to the Parent KBL SEC Reports filed prior to the date of this Agreement. The Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that (v) he, she or it is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it understands that the certificates representing the Parent Common Stock to be received by him, her or it may bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement. Any CI Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b).; (ciii) The Stockholder, each of the CI Stockholders and Lim, severally and not jointly, represents and warrants that the execution and delivery of this Agreement by such Person Stockholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign Governmental Entity (a “Governmental Entity”as defined), except (i1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (ii2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Person Stockholder or the Company PRWT or, after the Closing, the ParentSurviving Pubco, or prevent consummation of the Business Combination Merger or otherwise prevent the parties hereto from performing their obligations under this Agreement; (iv) that he, she or it owns PRWT Common Stock listed on Schedule 2.3(a) as being owned by him, her or it free and clear of all Liens, except as set forth in Schedule 1.13(b)(iv). (c) Each Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of Section 1.13(b). (d) Each Stockholder hereby appoints the Representative as his, her or its true and lawful attorney-in-fact to execute and deliver, in his, her or its name, place and stead, in any and all capacities, any and all amendments to this Agreement and any and all other agreements, instruments and other documents as instructed in writing by a majority in interest of the holders of the outstanding PRWT Common Stock to effectuate the transactions contemplated by this Agreement.

Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each Stockholder, as the holder of all of the CI Stockholders and Lim, in his, her or its capacity as a registered or beneficial stockholder outstanding capital stock of AAI and/or CI, and/or as a member of LLCthe Company entitled to vote, hereby approves the adoption of this Agreement, approves the Mergers and adopts this Agreement the related transactions and authorizes each of AAI, each CI company and LLCthe Company, its respective directors, managers directors and officers to take all actions necessary for the consummation of the Business Combination Mergers and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim for purposes of the Applicable Corporate Laws. The Stockholder, each of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate LawsExhibits. (b) The Stockholder and each of the CI Stockholders, severally and not jointly, hereby represents and warrants as follows: (i) all Parent Holdco Common Stock to be acquired by such Person it pursuant to this Agreement will be acquired for his, her or its account and not with a view towards distribution thereof other than, with respect to any such Persons that are entities, transfers to its stockholders, partners or members; (ii) he, she or it understands that he, she or it must bear the economic risk of the investment in the Parent Holdco Common Stock, which cannot be sold by him, her or it unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and Holdco and all persons acting on Parent’s and Holdco’s behalf concerning the business and operations of Parent and Holdco and to obtain any additional information to the extent Parent or Holdco possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) he, she or it has had access to the Parent SEC Reports (as defined in Section 3.7) filed prior to the date of this Agreement. The Stockholder acknowledges and each of the CI Stockholders acknowledges, as to himself, herself or itself only, represents that (v) he, she or it is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person Person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it Holdco. The Stockholder understands that the certificates representing the Parent Holdco Common Stock to be received by him, her or it may will bear legends to the effect that the Parent Holdco Common Stock may not be transferred except upon compliance with (Cx) the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom) , and (Dy) the provisions of this Agreement. Any CI Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b). (c) The Stockholder, each of the CI Stockholders and Lim, severally and not jointly, Stockholder represents and warrants that the execution and delivery of this Agreement by such Person the Stockholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (i) for applicable requirements, if any, of the Securities ActSecurities, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Person the Stockholder or the Company or, after the Closing, the ParentSurviving Pubco or the Surviving Subsidiary, or prevent consummation of the Business Combination Mergers or otherwise prevent the parties hereto from performing their obligations under this Agreement. (d) The Stockholder represents and warrants it owns shares of Company Common Stock listed on Schedule 2.3(a) free and clear of all Liens (as defined in Section 10.2(e)).

Stockholder Matters. (a) By his, her or its his execution of this Agreement, the Stockholder and each of the CI Stockholders and LimStockholder, in his, her or its his capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLCthe Company, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company and LLCthe Company, its respective directors, managers directors and officers to take all actions necessary for the consummation of the Business Combination Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim each Stockholder for purposes of the Applicable Corporate Laws. The Stockholder, each Section 607.0704 of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate LawsGoverning Act. (b) The Stockholder and each of the CI StockholdersEach Stockholder, severally and not jointlyfor himself only, represents and warrants as follows: (i) all Parent Common Stock to be acquired by such Person Stockholder pursuant to this Agreement will be acquired for his, her or its his account and not with a view towards distribution thereof other than, with respect to any such Persons that are entities, transfers to its stockholders, partners or membersthereof; (ii) he, she or it he understands that he, she or it he must bear the economic risk of the investment in the Parent Common Stock, which cannot be sold by him, her or it him unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it he has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) he, she or it he has had access to the Parent SEC Reports (as defined in Section 3.7(a)) filed prior to the date of this Agreement. The Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that ; (v) he, she or it he is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it him to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it he understands that the certificates representing the Parent Common Stock to be received by him, her or it him may bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with (CA) the registration requirements of the Securities Act of 1933, as amended (“Securities Act”) (or an exemption therefrom) and (DB) the provisions of this Agreement. Any CI Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b). (c) The Each Stockholder, each of the CI Stockholders and Lim, severally and not jointlyfor himself only, represents and warrants that the execution and delivery of this Agreement by such Person Stockholder does not, and the performance of his, her or its his obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authorityauthority or self-regulatory organization, domestic or foreign (a “Governmental Entity”), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations promulgated thereunder, (ii) the consents, approvals, authorizations and permits described in Schedule 2.5(b) hereto, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)9.2) on such Person Stockholder or the Company or, after the Closing, the Parent, or prevent consummation of the Business Combination Merger or otherwise prevent the parties hereto from performing their obligations under this Agreement.

Stockholder Matters. (a) By his, her or its Immediately following the execution of this Agreement, the Company shall deliver to Parent the Required Stockholder and each Approval pursuant to an irrevocable written consent, in the form attached hereto as Exhibit K (the “Stockholder Written Consent”). (b) No later than ten (10) Business Days following the receipt by the Company of the CI Stockholders Required Stockholder Approval, the Company shall deliver notice to all holders of shares of Capital Stock pursuant to and Limin accordance with the applicable provisions of the DGCL and the Organizational Documents, in which notice shall include (i) a copy of the notice required pursuant to applicable provisions of the DGCL, informing such holder that appraisal rights and, if applicable, dissenters’ rights are available with respect to his, her or its capacity as a registered or beneficial stockholder shares of AAI and/or CI, and/or as a member of LLC, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company and LLC, its respective directors, managers and officers Capital Stock pursuant to take all actions necessary for the consummation applicable provisions of the Business Combination and DGCL, (ii) an information statement regarding the other transactions contemplated hereby pursuant to Company, Parent, the terms of this Agreement Agreement, the Transaction Documents and its exhibits. Such execution shall be deemed the Transactions and the unanimous determination of the Board of Directors that this Agreement, the Merger and the other Transactions contemplated hereby are fair to be action taken and in the best interests of the holders of shares of Capital Stock and (iii) such other information as required by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim for purposes of the Applicable Corporate Laws. The Stockholder, each of the CI Stockholders and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the Applicable Corporate Laws. DGCL (b) The Stockholder and each of the CI Stockholders, severally and not jointly, represents and warrants as follows: clauses (i) all Parent Common Stock through (iii) collectively, the “Information Statement”). Each party shall provide to the other any information for inclusion in the preparation of the Information Statement that may be acquired required by Applicable Law and that is reasonably requested by any other party. The Information Statement shall not contain any statement which, at such Person pursuant time and to this Agreement will be acquired for histhe Company’s knowledge, her is false or its account and not with a view towards distribution thereof other than, misleading with respect to any such Persons that are entitiesmaterial fact, transfers or omit to its stockholdersstate any material fact necessary in order to make the statements made therein, partners or members; (ii) he, she or it understands that he, she or it must bear the economic risk in light of the investment in circumstances under which they are made, not false or misleading. Without limiting the rights and remedies of Parent Common Stockor any of the other Indemnified Parties, the Information Statement, including any amendments or supplements thereto, shall be subject to review and approval by Parent, which canapproval shall not be sold by himunreasonably conditioned, her delayed or it unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and (iv) he, she or it has had access to the Parent SEC Reports filed prior to the date of this Agreement. The Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that (v) he, she or it is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it understands that the certificates representing the Parent Common Stock to be received by him, her or it may bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement. Any CI Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b)withheld. (c) The StockholderAs promptly as practicable after the Agreement Date, each the Company shall deliver duly executed and completed accredited investor questionnaires evidencing eligibility to satisfy the suitability requirements of the CI Stockholders and Lim, severally and not jointly, represents and warrants that the execution and delivery of this Agreement by such Person does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (i) for applicable requirements, if any, Regulation D of the Securities Act, in the Securities Exchange Act of 1934form attached hereto as Exhibit C (collectively, as amended (the “Exchange ActAccredited Investor Questionnaires”), state securities laws to each holder of Capital Stock and shall use commercially reasonable efforts to collect completed and signed questionnaires (“Blue Sky Laws”), including all back up evidence) from such stockholders and provide them to Parent within ten (10) Business Days of making such request and Parent shall offer each holder of Capital Stock that executes and delivers an Accredited Investor Questionnaire the rules and regulations thereunder, and (ii) where opportunity to enter into the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Person or the Company or, after the Closing, the Registration Rights Agreement with Parent, or prevent consummation of the Business Combination or otherwise prevent the parties hereto from performing their obligations under this Agreement.

Stockholder Matters. (a) By his, her or its execution of this Agreement, the Stockholder and each of the CI Stockholders and LimStockholder, in his, her or its capacity as a registered or beneficial stockholder of AAI and/or CI, and/or as a member of LLCthe Company, hereby approves and adopts this Agreement and authorizes each of AAI, each CI company the Company and LLC, its respective directors, managers directors and officers to take all actions necessary for the consummation of the Business Combination Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of the Stockholder, the CI Stockholders and Lim Stockholder for purposes of the Applicable Corporate Laws. The Stockholder, each relevant provisions of the CI Stockholders DGCL and Lim also confirms that he, she or it is not entitled to any appraisal, dissenters’ or similar rights pursuant to the other Applicable Corporate LawsLaw. (b) The Stockholder has all necessary power and each authority to execute and deliver this Agreement and to perform its obligations hereunder and, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Stockholder of the CI Stockholderstransactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary action on the part of the Stockholder and no other proceedings on the part of the Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to Applicable Law and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and, severally assuming the due authorization, execution and not jointlydelivery thereof by the other parties hereto, constitutes the legal and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. (c) The Stockholder for itself only, represents and warrants as follows: : (i) all Parent Common Stock to be acquired by such Person pursuant to this Agreement will be acquired for his, her or its account and not with a view towards distribution thereof other than, with respect to any such Persons that are entities, transfers to its stockholders, partners or members; (ii) he, she or it understands that he, she or it must bear the economic risk of the investment in the Parent Common Stock, which cannot be sold by him, her or it unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; and ; (ivii) he, she or it has had access to the Parent SEC Reports (as defined in Section 3.7) filed prior to the date of this Agreement. The Stockholder and each of the CI Stockholders acknowledges, as to himself, herself or itself only, that (v) he, she or it is either (A) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act or (B) a person possessing sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Parent; and (vi) he, she or it understands that the certificates representing the Parent Common Stock to be received by him, her or it may bear legends to the effect that the Parent Common Stock may not be transferred except upon compliance with (C) the registration requirements of the Securities Act (or an exemption therefrom) and (D) the provisions of this Agreement. Any CI Stockholder that is an entity, for itself, represents, warrants and acknowledges, with respect to each holder of its equity interests, to the same effect as the foregoing provisions of this Section 1.12(b).; (ciii) The Stockholder, each of the CI Stockholders and Lim, severally and not jointly, represents and warrants that the its execution and delivery of this Agreement by such Person does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (i1) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 19341933, as amended (“Exchange Securities Act”), the Exchange Act, state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (ii2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(a)) on such Person itself or the Company or, after the Closing, the Parent, or prevent consummation of the Business Combination Merger or otherwise prevent the parties hereto from performing their material obligations under this Agreement; (iv) it understands that the shares of Parent Common Stock to be issued in the Merger are not registered under the Securities Act, that the issuance of the shares of Parent Common Stock is intended to be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Parent’s reliance on such exemption is predicated on its representations set forth herein; (v) it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act (“Accredited Investor”), it can bear the economic risk of its investment in the shares of Parent Common Stock and it possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the shares of Parent Common Stock; (vi) it understands that the shares of Parent Common Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the shares of Parent Common Stock or any available exemption from registration under the Securities Act, the shares of Parent Common Stock may have to be held indefinitely; and (vii) it owns the shares of Company Common Stock and Series A Preferred listed on Schedule 2.3(a) as being owned by it free and clear of all Liens, acknowledges that the Merger Consideration to be received by it is adequate consideration therefor and has not granted to any other person or entity any options or other rights to buy such securities, nor has it granted any interest in such securities to any person of any nature, nor will the sale and transfer of such securities pursuant to this Agreement give any person a legal right or cause of action against such securities or Parent.