This Agreement and each of the Transaction Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than Cosmos), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Each [[Organization B:Organization]] shareholder has all requisite legal capacity to execute and deliver this Agreement and the Transaction Agreements to which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery by each of [[Organization B:Organization]] and each of the ​ of this Agreement and the Transaction Agreements (to the extent either is a party thereto), and the consummation of the transactions contemplated herein and therein (the “Transactions”) have been authorized by all necessary corporate or other action on the part of [[Organization B:Organization]] and each of the ​. This Agreement and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than Cosmos).

Authorization of this Agreement. This Agreement and the Master Forward Confirmation have been duly authorized, executed and delivered by or on behalf of the Selling Stockholder.

Authorization of this Agreement. The USMS represents that this Agreement has been duly authorized, validly executed, and delivered by the USMS, and assuming due authorization, execution, and delivery of this Agreement by the Purchaser, constitutes a valid and binding obligation of the United States, enforceable against the United States in accordance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) ​ has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents, and to issue the Purchase Shares in accordance with the terms hereof and thereof, # the execution and delivery of the Transaction Documents by ​ and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by ​'s Board of Directors and no further consent or authorization is required by ​, its Board of Directors or its stockholders, # this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by ​ and # this Agreement constitutes, and each other Transaction Document upon its execution on behalf of ​, shall constitute, the valid and binding obligations of ​ enforceable against ​ in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Board of Directors of ​ has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as [Exhibit A] attached hereto to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. ​ has delivered to ​ a true and correct copy of signed minutes of a meeting of the Board of Directors of ​ at which the Signing Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of ​. Except as set forth in this Agreement and approval of NYSE AMERICAN LLC, no other approvals or consents of ​’s Board of Directors and/or stockholders is necessary under applicable laws and ​’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchase Shares.

Authorization; Validity; Enforcement. Each of the Transaction Documents has been duly authorized, executed and delivered by the Parent and the Company, and is a valid and binding agreement of the Parent and the Company, enforceable against the Parent and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Certificate of Designations when entered into by the Parent and the Company, will become effective under the Delaware Revised Uniform Partnership Act and will comply with all applicable requirements thereunder on or prior to the Initial Closing Date.

Authorization and Validity. The execution, delivery and performance by ENZB contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized by ENZB. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered and constitute or will constitute legal, valid and binding obligations of ENZB, enforceable against ENZB in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by ​ contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized.. The ​ has the authority to enter into this Agreement. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered and constitute or will constitute legal, valid and binding obligations of the ​, enforceable against the ​ in accordance with their respective terms.

In this Agreement, unless the context otherwise requires, references to:

references to clauses are to the clauses of this Agreement;