2.2.1 Organization and Corporate Power. The Company is a Delaware corporation and is
qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all
requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.
2.2.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of
Incorporation (the Certificate of Incorporation) or Bylaws of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is
subject, or any agreement, order, judgment or decree to which the Company is subject.
2.2.3 Title to Securities. Upon issuance in
accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms
hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject which
have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4 No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the
Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to
obtain other relief in connection with any transactions.
2.2.5 Additional Representations. The representations and warranties of
the Company set forth herein and in the Merger Agreement (as supplemented and modified by disclosure schedules attached thereto) shall be true and correct as of the date hereof and as of the date of Closing.
2.3 Ponos Representations, Warranties and Agreements. Pono hereby represents and warrants to the Subscriber and agrees with the
Subscriber as follows:
2.3.1 Organization and Corporate Power. Pono is a Delaware corporation and is qualified to do business in
every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of Pono. Pono possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement.
2.3.2 No Conflicts. The execution, delivery and
performance of this Agreement and the consummation by Pono of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or Bylaws of Pono, (ii) any agreement,
indenture or instrument to which Pono is a party or (iii) any law, statute, rule or regulation to which Pono is subject, or any agreement, order, judgment or decree to which Pono is subject.
2.3.3 No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting Pono
which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain
other relief in connection with any transactions.
2.3.4 SEC Reports; Financial Statements. Pono has filed all reports, schedules,
forms, statements and other documents required to be filed by Pono under the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act), including pursuant to Section 13(a) or 15(d) thereof, for the
two years preceding the date hereof (or such shorter period as Pono was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the SEC Reports) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the
SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Pono included in the SEC Reports comply
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