Each of ONI, OrLeaf, the Company, and the Subject Companies has the necessary power and authority to enter into the Transaction Documents that are being executed in connection with the Closing and to which it is party, to perform its obligations thereunder and to consummate the transactions contemplated therein. All corporate or limited liability company actions or proceedings to be taken by or on the part of ONI, OrLeaf, the Company, and the Subject Companies to authorize and permit the due execution and valid delivery by ONI, OrLeaf, the Company, and the Subject Companies of the Transaction Documents that are being executed in connection with the Closing and to which it is a party and required to be duly executed and validly delivered by it pursuant thereto, the performance by ONI, OrLeaf, the Company, and the Subject Companies of its obligations thereunder, and the consummation by ONI, OrLeaf, the Company, and the Subject Companies of the transactions contemplated therein, have been duly and properly taken. The Transaction Documents have been duly executed and delivered by ONI, OrLeaf, the Company, and the Subject Companies, as applicable, and constitute the legal, valid, and binding obligation of ONI, OrLeaf, the Company, and the Subject Companies, as applicable, enforceable in accordance with their terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).