to enter into this Agreement and to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Sponsor and the other parties hereto, this Agreement is a legal, valid and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.3.2 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the organizational documents of the Sponsor, (ii) any agreement, indenture or instrument to which the Sponsor is a party or by which the Shares are bound or (iii) any law, statute, rule or regulation to which the Sponsor is or the Shares are subject, or any agreement, order, judgment or decree to which the Sponsor is or the Shares are subject, except in the case of clauses (ii) and (iii), that would not reasonably be expected to prevent the Sponsor from fulfilling its obligations under this Agreement.
2.3.3 Title to Securities. The Sponsor is the record and beneficial owner of the Shares. Upon delivery in accordance with, and payment pursuant to, the terms hereof, the Purchaser will have or receive good title to the Shares sold by the Sponsor, free and clear of all liens, claims, pledges, security interests, proxies, voting agreements, transfer restrictions and encumbrances of any kind, other than (i) transfer restrictions, voting agreements and risks of forfeiture hereunder and any other agreements to which the Shares may be subject and of which Purchaser has been notified in writing on or prior to the date hereof, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser. Except as described in this Agreement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of the Shares.
2.3.4 No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Sponsor 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 such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.
2.3.5 No Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Sponsor in connection with the sale of the Shares to the Purchaser and the transactions contemplated by this Agreement, other than such state blue sky and the Financial Industry Regulatory Authority consents and approvals as may be required in connection with the transactions contemplated hereby which, to the extent required, have been obtained on or prior to the date hereof.
2.3.6 Most Favored Nation. Substantially concurrently with the execution of this Agreement, the Company and the Sponsor are entering into separate agreements (each, an Other Anchor Agreement) with other anchor investors in respect of the purchase of shares of the Companys Class B common stock and the IPO (each, an Other Anchor Investor, and collectively, the Other Anchor Investors) on substantially the same terms and conditions as those set forth in this Agreement. Each of the Company and the Sponsor represents that the