Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HL, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. (a) Each of Parent TCM and Merger Sub has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, Agreement and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or of the Ancillary Agreements to which it is to execute or deliver pursuant to this Agreement, a party and (iisubject to the receipt of the consents described in Section 4.06(b) carry out each of their hereof) to perform its obligations hereunder and thereunder and, and to consummate the transactions contemplated hereby and thereby (including the Transactions)thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by Parent TCM and Merger Sub Sub, and the consummation by Parent TCM and Merger Sub of the transactions contemplated hereby (including the Transactions) and thereby, have been or will be duly and validly authorized by all necessary corporate action on the part of Parent TCM and Merger Sub (including Sub, as the approval by their respective boards of directors)case may be, and no other corporate proceedings on the part of Parent TCM or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions contemplated herebyso contemplated. This Agreement has been or been, and the Ancillary Agreements will be be, duly and validly executed and delivered by Parent TCM and Merger Sub and, assuming the due authorization, execution and delivery thereof of this Agreement and the Ancillary Agreements by each of the Company other parties hereto and HLthereto, constitutes constitutes, or, in the legal case of the Ancillary Agreements, will constitute, legal, valid and binding obligation obligations of Parent TCM and Merger Sub, enforceable against Parent TCM and Merger Sub in accordance with its their respective 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and or Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards Boards of directorsDirectors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant to this Agreement, Agreement and (ii) carry out each of their obligations hereunder the Related Agreements and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)thereby. The execution and delivery of this Agreement by Parent and Merger Sub the Related Agreements and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) and thereby have been or will be duly and validly authorized by all necessary corporate action on the part members (including the managing member) of Parent and by the board of directors of Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate or similar proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Related Agreements have been or will be duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery thereof by the Company and HLother parties thereto, constitutes the constitute valid, legal and binding obligation agreements of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their terms, except as that such enforcement may be limited by subject to (a) any bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or other similar laws laws, now or hereafter in effect, affecting creditors' rights generally, and (b) the enforcement effect of creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity).

Authority Relative to this Agreement. (a) Each of Parent and and/or Merger Sub has all necessary corporate power and authority to: (i) execute, to execute and deliver this Agreement and perform this to execute and deliver the Stock Option Agreement, the Company Voting Agreements and each ancillary document that the Company Affiliate Agreements (the "Parent Ancillary Agreements") and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, and to consummate the transactions contemplated hereby and thereby (including the Transactions)thereby. The execution and delivery of this Agreement and the Parent Ancillary Agreements by Parent and and/or Merger Sub and the consummation by Parent and and/or Merger Sub of the transactions contemplated hereby (including the Transactions) and thereby have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and and/or Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Parent Ancillary Agreements or to consummate the transactions contemplated herebyso contemplated. This Agreement has and the Parent Ancillary Agreements have been or will be duly and validly executed and delivered by Parent and and/or Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the constitute legal and binding obligation obligations of Parent and and/or Merger Sub, enforceable against Parent and and/or Merger Sub in accordance with its their respective 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.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant this Agreement and to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than the approval ("Parent Stockholder Approval") by the holders of at least a majority of the outstanding shares of Parent Common Stock (as hereinafter defined) of an amendment to the Certificate of Incorporation of Parent to authorize additional shares of Parent Preferred Stock and the issuance of Parent Preferred Stock in accordance with the terms of this Agreement, all in accordance with Delaware Law and Parent's Certificate of Incorporation and By-Laws (the "Parent Preferred Stock Matters")). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof of this Agreement by the Company and HLCompany, constitutes the legal a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreementas applicable, and (ii) carry out each of their to perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyso contemplated. The Board of Directors of Parent has determined that it is advisable and in the best interests of Parent's stockholders for Parent to enter into this Agreement, and for Parent to consummate the Merger upon the terms and subject to the conditions of this Agreement. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub Sub, and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the legal legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant this Agreement and to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, and to consummate the transactions contemplated hereby and thereby (including the Transactions)thereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) and thereby have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated herebyso contemplated, subject only to (i) the approval of the issuance of the parent Common Stock in connection with the Merger by the stockholders of the Parent (the "PARENT STOCKHOLDERS' APPROVAL") and (ii) the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the constitute legal and binding obligation obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its their respective 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.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub Acquisition has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, to perform its obligations under this Agreement and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part boards of directors of Parent (the "Parent Board") and Merger Sub (including Acquisition and by Parent as the approval by their respective boards sole stockholder of directors)Acquisition, and no other corporate proceedings on the part of Parent or Merger Sub Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (including the Merger). This Agreement has been or will be duly and validly executed and delivered by each of Parent and Merger Sub andAcquisition and constitutes, assuming the due authorization, execution and delivery thereof hereof by the Company and HLCompany, constitutes the a valid, legal and binding obligation agreement of each of Parent and Merger Sub, Acquisition enforceable against each of Parent and Merger Sub Acquisition in accordance with its terms, except as may be limited by subject to any applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and by or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Buyer has all necessary the corporate power and authority to: (i) execute, deliver to enter into this Agreement and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or the Ancillary Agreements to which the Buyer is to execute or deliver pursuant to this Agreement, be a party and (ii) carry out each of their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)thereby. The execution and delivery of this Agreement by Parent and Merger Sub the Ancillary Agreements to which the Buyer is to be a party and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) and thereby have been or will be duly and validly authorized by all necessary corporate action on the part Board of Parent and Merger Sub (including Directors of the approval by their respective boards of directors), Buyer and no other corporate proceedings on the part of Parent or Merger Sub the Buyer are necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been or been, and the Ancillary Agreements to which the Buyer is to be a party will be at the Closing, duly and validly executed and delivered by Parent the Buyer and Merger Sub andconstitute, or will constitute at the Closing, assuming this Agreement constitutes, and the due authorizationAncillary Agreements to which the Buyer is to be a party will constitute at the Closing legal, execution valid, binding and delivery thereof by enforceable agreements of each of the Company and HLSellers, constitutes the legal legal, valid and binding obligation agreements of Parent and Merger Subthe Buyer, enforceable against Parent and Merger Sub it 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) Transactions have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated herebyTransactions (other than, with respect to the Merger, the filing of the Certificate of Merger as required by Delaware Law). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the a legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, reorganization moratorium or other similar laws affecting the enforcement of relating to creditors’ rights generally and by general principles of equity. No vote of the holders of any shares of Parent capital stock is required to approve this Agreement or the transactions contemplated hereby.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant this Agreement and to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and thereby (including the Transactions)by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby (including the Transactions) by this Agreement have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement. This Agreement has been or will be duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the legal a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, subject to receipt of the Parent Shareholder Approval, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors)action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and, with respect to the Parent Share Issuance, the Parent Shareholder Approval). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the legal a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as to the extent that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization or other reorganization, moratorium and similar laws Laws affecting the enforcement of creditors’ rights generally and by general principles of equityequitable principles.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that which Parent and or Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent's and Merger Sub's obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards its Board of directorsDirectors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub ------------------------------------ has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated herebyso contemplated, subject only to the approval of the Share Issuance by Parent's stockholders and the filing of the Certificate of Merger pursuant to Georgia Law and the Delaware Certificate of Merger pursuant to Delaware Law. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the constitute legal and binding obligation obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the a legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, reorganization moratorium or other similar laws affecting the enforcement of relating to creditors’ ' rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that which Parent and or Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards its Board of directorsDirectors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant to this Agreement, Agreement and (ii) carry out each of their obligations hereunder the Related Agreements and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)thereby. The execution and delivery of this Agreement by Parent and Merger Sub the Related Agreements and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) and thereby have been or will be duly and validly authorized by all necessary corporate action on the part board of directors of Parent and by the board of directors of Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate or similar proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Related Agreements have been or will be duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery thereof by the Company and HLother parties thereto, constitutes the constitute valid, legal and binding obligation agreements of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their terms, except as that such enforcement may be limited by subject to (a) any bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or other similar laws laws, now or hereafter in effect, affecting creditors' rights generally, and (b) the enforcement effect of creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity).

Authority Relative to this Agreement. Each of Parent and the Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and or the Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and the Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsBusiness Combination). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and the Merger Sub of the transactions contemplated hereby (including the TransactionsBusiness Combination) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and the Merger Sub (including the approval by their respective boards Boards of directorsDirectors), and no other corporate proceedings on the part of Parent or any of the Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(b)). This Agreement has been or will be duly and validly executed and delivered by Parent and the Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and the Merger Sub, enforceable against Parent and the Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub ------------------------------------ Purchaser has all necessary requisite corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, Agreement and each ancillary document that instrument required hereby to be executed and delivered by Parent and Merger Subor Purchaser prior to or at the Effective Time, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder andthereunder, and to consummate the transactions contemplated hereby and thereby (including the Transactions). The execution and delivery by Parent and Purchaser of this Agreement and each instrument required hereby to be exercised and delivered by Parent or Purchaser prior to or at the Effective Time and Merger Sub the performance of their respective obligations hereunder and thereunder, and the consummation by Parent and Merger Sub Purchaser of the transactions contemplated hereby (including the Transactions) Transactions have been or will be duly and validly authorized by all necessary corporate action on the part respective Boards of Directors of Parent and Merger Sub (including Purchaser, and the approval by their respective boards shareholder of directors)Purchaser, and no other corporate proceedings on the part of Parent or Merger Sub Purchaser are necessary to authorize this Agreement Agreement, or commence the Offer or to consummate the transactions contemplated herebyTransactions (including the Offer) other than filing and recordation of appropriate merger documents as required by the PBCL or the merger filing required by the German Federal Cartel Authority and publication after consummation of the offer of an ad-hoc disclosure pursuant to Section 15 of the German Securities Trading Act. This Agreement has been or will be duly and validly executed and delivered by each of Parent and Merger Sub Purchaser and, assuming the due authorization, execution and delivery thereof by the Company and HL, this Agreement constitutes the legal a valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Parent and Merger SubPurchaser, enforceable against each of Parent and Merger Sub Purchaser 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Suband, respectivelysubject to obtaining the necessary approvals of Parent's stockholders, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated hereby and thereby (including the Transactions)by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub Sub, the approval and recommendation for approval by the Board of Directors of the Company of this Agreement and the Merger, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby (including the Transactions) by this Agreement have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors), and no other corporate proceedings on the part of Parent or and Merger Sub or each of its Board of Directors are necessary to authorize this Agreement approve or recommend for approval or to consummate the Merger and the other transactions contemplated herebyby this Agreement (other than the approval of the Parent Stock Issuance (as defined below in Section 6.01(a)) by the holders of a majority of the then outstanding Parent Common Stock and for Merger Sub the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been or will be duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the legal a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub each of them 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has have all necessary limited liability company or corporate power and authority to: (i) executeauthority, as the case may be, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of perform their respective obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement, the Conversion and Contribution Agreement and the Voting Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub it of the transactions contemplated hereby (including the Transactions) and thereby have been or will be duly and validly authorized by all necessary corporate action on the part Board of Parent Managers of Parent, and Merger Sub (including in the approval by their respective boards case of directors)this Agreement, the members of Parent, and no other corporate limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement, the Conversion and Contribution Agreement and the Voting Agreement by Parent or to consummate the consummation by Parent of the transactions contemplated herebyhereby or thereby (other than the filing of the Merger Filings as required by the CGCL). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, Table of Contents execution and delivery thereof by the Company and HLhereto, constitutes the legal constitute valid and binding obligation obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, their terms except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting Laws in effect which affect the enforcement of creditors’ rights generally and by general principles of equityequitable principles.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of perform their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of by Parent and Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings action on the part of either Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement or to consummate and the consummation by Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, authorization and valid execution and delivery thereof hereof by the Company and HLCompany, constitutes the legal a legal, valid and binding obligation of Parent and Merger Sub, Sub enforceable against Parent and Merger Sub in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other similar laws affecting Laws relating to the enforcement of creditors’ ' rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that which Parent and or Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards its Board of directorsDirectors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and or Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards Boards of directorsDirectors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Acquisition Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant this Agreement and to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement by each of Parent and Merger Acquisition Sub and the consummation by each of Parent and Merger Acquisition Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors)Acquisition Sub, and no other corporate proceedings on the part of Parent or Merger Acquisition Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by each of Parent and Merger Acquisition Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the legal a legal, valid and binding obligation of Parent and Merger Sub, Acquisition Sub enforceable against Parent and Merger Sub each of them in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other laws relating to or other similar laws affecting the enforcement of creditors’ ' rights generally and by to general principles of equity.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub Acquisition has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, to perform its obligations under this Agreement and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part boards of directors of Parent (the "Parent Board") and Merger Sub (including Acquisition and by Parent as the approval by their respective boards sole stockholder of directors)Acquisition, and no other corporate proceedings on the part of Parent or Merger Sub Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by each of Parent and Merger Sub andAcquisition and constitutes, assuming the due authorization, execution and delivery thereof hereof by the Company and HLCompany, constitutes the a valid, legal and binding obligation agreement of each of Parent and Merger Sub, Acquisition enforceable against each of Parent and Merger Sub Acquisition in accordance with its terms, except as may be limited by subject to any applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and by or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant to this Agreement, Agreement and (ii) carry out each of their obligations hereunder the Related Agreements and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)thereby. The execution and delivery of this Agreement by Parent and Merger Sub the Related Agreements and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) and thereby have been or will be duly and validly authorized by all necessary corporate action on the part board of directors of Parent and by the board of directors of Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate or similar proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Related Agreements have been or will be duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery thereof by the Company and HLother parties thereto, constitutes the constitute valid, legal and binding obligation agreements of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their terms, except as that such enforcement may be limited by subject to (a) any bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent transfer or other similar laws laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally generally, and by (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, execute and deliver and perform this Agreement, and each ancillary document that Parent and or Merger Sub, respectively, has executed or delivered or Sub is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to: (ia) execute, deliver and perform this AgreementAgreement and the other Transaction Agreements to which each of them is a party, and each ancillary document that Parent and Merger Sub, respectively, it has executed or delivered or is to execute or deliver pursuant to this Agreement, and (iib) carry out each of their its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions). The execution and delivery of this Agreement by Parent and Merger Sub of this Agreement and the other Transaction Agreements to which each of them is a party, and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the transactions contemplated herebythereby, other than approval of the Parent Shareholder Matters by the Requisite Parent Shareholder Majority. This Agreement has and the other Transaction Agreements to which each of them is a party have been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother Parties hereto, constitutes constitute the legal and binding obligation obligations of Parent and Merger SubSub (as applicable), enforceable against Parent and Merger Sub (as applicable) in accordance with its their terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting subject to the enforcement of creditors’ rights generally and by general principles of equityEnforceability Exceptions.

Authority Relative to this Agreement. Each of Parent and the Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and or the Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and the Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsBusiness Combination). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and the Merger Sub of the transactions contemplated hereby (including the TransactionsBusiness Combination) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and the Merger Sub (including the approval by their respective boards Boards of directorsDirectors), and no other corporate proceedings on the part of Parent or any of the Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been or will be duly and validly executed and delivered by Parent and the Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and the Merger Sub, enforceable against Parent and the Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant this Agreement and the Ancillary Agreements to this Agreementwhich it is a party, and (ii) carry out each of their to perform its obligations hereunder and thereunder and, and to consummate the transactions contemplated hereby and thereby (including thereby. Parent’s Board of Directors has unanimously approved this Agreement and the Transactions)Ancillary Agreements to which the Parent is a party. The execution and delivery by Parent of this Agreement by Parent and Merger Sub and the Ancillary Agreements to which it is a party and, the consummation by Parent and Merger Sub of the transactions contemplated hereby (including and thereby and the Transactions) performance by Parent of its obligations hereunder and thereunder have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors), and no other corporate proceedings further action is required on the part of Parent or Merger Sub are necessary to authorize this Agreement or the Ancillary Agreements to consummate which it is a party or the consummation of the transactions contemplated herebyhereby or thereby. This Agreement has and the Ancillary Agreements have been or will be be, as applicable, duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof hereof by the Company and/or the other parties hereto and HLthereto, each constitutes the legal or will constitute, as applicable, a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium or other similar laws affecting Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub Acquisition has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, to perform its obligations under this Agreement and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part boards of directors of Parent and Merger Sub (including Acquisition and by Parent as the sole stockholder of Acquisition, and except for approval by their respective boards the shareholders of directors)Parent, and no other corporate proceedings on the part of Parent or Merger Sub Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by each of Parent and Merger Sub andAcquisition and constitutes, assuming the due authorization, execution and delivery thereof hereof by the Company and HLCompany, constitutes the a valid, legal and binding obligation agreement of each of Parent and Merger Sub, Acquisition enforceable against each of Parent and Merger Sub Acquisition in accordance with its terms, except as may be limited by subject to any applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and by or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part respective Boards of Directors of Parent and Merger Sub (including the approval and by their respective boards Parent as sole stockholder of directors)Merger Sub, and no other corporate proceedings on the part of Parent or and Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by each of Parent and Merger Sub and, assuming this Agreement constitutes the due authorization, execution valid and delivery thereof by binding agreement of the Company and HLCompany, constitutes the legal a legal, valid and binding obligation agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub each of them in accordance with its terms, except as that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and by (ii) general principles of equityequity (regard less of whether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to: (i) executeto enter into this Agreement and all related agreements, deliver and to perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their its obligations hereunder and thereunder and, and to consummate the transactions contemplated hereby and thereby (including the Transactions)thereby, subject to such approvals as are required pursuant to Section 4.03(b) hereof. The execution execution, delivery and delivery performance of this Agreement and all related agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) and thereby have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval approved by their respective boards Boards of directors)Directors and by Parent in its capacity as the sole shareholder of Sub, and no other corporate proceedings on the part of either of Parent or Merger Sub or their respective shareholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate and all related agreements by Parent and Sub and the consummation by Parent and Sub of the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement and each related agreement executed by Parent and/or Sub has been or will be duly and validly executed and delivered by each of Parent and Merger Sub andSub, assuming as the due authorizationcase may be, execution and delivery thereof by the Company and HLconstitutes a legal, constitutes the legal valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant to this Agreement, Agreement and (ii) carry out each of their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Sub and the consummation by Sub of the transactions contemplated on its part hereby have been duly authorized by its Board of Directors, and thereby (including no other corporate proceedings on the Transactions)part of Sub are necessary to authorize this Agreement or for Parent and Sub to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the has been duly authorized by Parent's Board of Directors. The consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including is subject to the approval by their respective boards of directors), and no other corporate proceedings on the part Board of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyDirectors of Parent. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HL, constitutes the legal and binding obligation each of Parent and Merger Sub and constitutes a valid and binding agreement of each of Parent and Sub, enforceable against Parent and Merger Sub in accordance with its terms. Upon issuance, except if any, of shares of Parent Common Stock, such shares shall not be subject to restriction on transfer other than those imposed by the Securities Act of 1933, as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equityamended.

Authority Relative to this Agreement. Each of Parent and Merger Acquisition Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant this Agreement and the other Transaction Documents, to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, and to consummate the transactions contemplated hereby and thereby (including the Transactions)Arrangement. The execution and delivery of this Agreement and the other Transaction Documents by Parent and Merger Acquisition Sub and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby (including the Transactions) Arrangement have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors)action, and no other corporate proceedings on the part of Parent or Merger Acquisition Sub are necessary to authorize this Agreement or the other Transaction Documents or to consummate the transactions contemplated herebyArrangement. This Each of this Agreement and the other Transaction Documents has been or will be duly and validly executed and delivered by Parent and Merger Acquisition Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLCompany, constitutes the legal a legal, valid and binding obligation of each of Parent and Merger Acquisition Sub, enforceable against each of Parent and Merger Acquisition Sub in accordance with its terms, except subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting specific performance and injunction are in the enforcement discretion of creditors’ rights generally and by general principles of equitythe court from which they are sought.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part respective Boards of Directors of Parent and Merger Sub (including the approval and by their respective boards Parent as sole stockholder of directors)Merger Sub, and no other corporate proceedings on the part of Parent or and Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by each of Parent and Merger Sub and, assuming this Agreement constitutes the due authorization, execution valid and delivery thereof by binding agreement of the Company and HLCompany, constitutes the legal a legal, valid and binding obligation agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub each of them in accordance with its terms, except as that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and by (ii) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of the Buyer and the Parent and Merger Sub has all necessary requisite corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, Agreement and each ancillary other agreement, document that Parent and Merger Sub, respectively, has or instrument to be executed or delivered or is to execute or deliver pursuant to by it contemplated by this Agreement, Agreement (the “ Buyer Documents ”) and (ii) carry out each of their obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)thereby. The execution and delivery of this Agreement and the Buyer Documents by each of the Buyer and the Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including and thereby by each of the Transactions) Buyer and the Parent have been or will be duly and validly authorized by all necessary corporate action on the part of the Buyer and the Parent and Merger Sub (including the approval by their respective boards of directors), and no other corporate proceedings on the part of the Buyer and the Parent or Merger Sub are necessary to authorize this Agreement and the Buyer Documents or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been or been, and when executed and delivered at the Closing, the Buyer Documents will be be, duly and validly executed and delivered by each of the Buyer and the Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company Seller and HLeach Stockholder, constitutes this Agreement constitutes, and the legal Buyer Documents will constitute, a legal, valid and binding obligation of Parent the Buyer and Merger Subthe Parent, enforceable against the Buyer and the Parent and Merger Sub in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of equitywhether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that which Parent and or Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards its Board of directorsDirectors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary have full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that which Parent and or Merger Sub, respectively, has Sub have executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards its Board of directorsDirectors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and or Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards Board of directorsDirectors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Shareholder Approval. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and and/or Merger Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant this Agreement and the Noncompetition Agreements and to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, and to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement and the Noncompetition Agreements by Parent and and/or Merger Sub and the consummation by Parent and and/or Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and and/or Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement Each of the Transaction Agreements has been or will be duly and validly executed and delivered by Parent and and/or Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties thereto, constitutes the a legal and binding obligation of Parent and and/or Merger Sub, enforceable against Parent and and/or Merger Sub in accordance with its terms, except as may be limited by bankruptcywith respect to clauses (ii) and (iii) for any such conflicts, insolvencyviolations, reorganization breaches, defaults or other similar laws affecting occurrences that have not had, and could not reasonably be expected to have, individually or in the enforcement of creditors’ rights generally and by general principles of equityaggregate, a Material Adverse Effect with respect to Parent.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and or Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards Boards of directorsDirectors and stockholders to the extent required), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary the requisite power and authority to: (ia) execute, deliver and perform this AgreementAgreement and the other Transaction Agreements to which it is a party, and each ancillary document that Parent and Merger Sub, respectively, it has executed or delivered or is to execute or deliver pursuant to this Agreement, ; and (iib) carry out each of their its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby Transactions (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub of this Agreement and the other Transaction Agreements to which each of them is a party, and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the transactions contemplated herebythereby, other than approval of the Parent Stockholder Matters. This Agreement has and the other Transaction Agreements to which each of them is a party have been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother Parties, constitutes constitute the legal and binding obligation obligations of Parent and Merger SubSub (as applicable), enforceable against Parent and Merger Sub (as applicable) in accordance with its their terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting subject to the enforcement of creditors’ rights generally and by general principles of equityRemedies Exception.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of Parent and and/or Merger ------------------------------------ Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or and deliver pursuant this Agreement and the Noncompetition Agreements and to this Agreement, and (ii) carry out each of their perform its obligations hereunder and thereunder and, and to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement and the Noncompetition Agreements by Parent and and/or Merger Sub and the consummation by Parent and and/or Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and and/or Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement Each of the Transaction Agreements has been or will be duly and validly executed and delivered by Parent and and/or Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties thereto, constitutes the a legal and binding obligation of Parent and and/or Merger Sub, enforceable against Parent and and/or Merger Sub in accordance with its terms, except as may be limited by bankruptcywith respect to clauses (ii) and (iii) for any such conflicts, insolvencyviolations, reorganization breaches, defaults or other similar laws affecting occurrences that have not had, and could not reasonably be expected to have, individually or in the enforcement of creditors’ rights generally and by general principles of equityaggregate, a Material Adverse Effect with respect to Parent.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver deliver, and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, it has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their its obligations hereunder and thereunder andthereunder, and to consummate the transactions contemplated hereby and thereby (including the TransactionsMergers). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMergers) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards its board of directors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than approval of the Parent Stockholder Matters. This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution execution, and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that which Parent and or Merger Sub, respectively, Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of their Parent's and Merger Sub's obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the TransactionsMerger). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the TransactionsMerger) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards its Board of directorsDirectors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLother parties hereto, constitutes the legal and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub 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.

Authority Relative to this Agreement. Each of (a) Parent and Merger Sub has have all necessary requisite corporate power and authority to: (i) execute, to execute and deliver and perform this Agreement, Agreement and each ancillary document that other agreement, document, instrument or certificate contemplated by this Agreement to be executed by Parent and/or Merger Sub in connection with the Contemplated Transactions. The execution, delivery and Merger Sub, respectively, has executed or delivered or performance of this Agreement and the Transaction Documents to which it is to execute or deliver pursuant to this Agreement, party and (ii) carry out each the consummation by it of their obligations hereunder the Mergers and thereunder and, to consummate the Contribution and the other transactions contemplated hereby and thereby (including the Transactions). The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub (including the approval by their respective boards of directors)Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebysuch transactions. This Agreement has been or been, and each of such Transaction Documents to which it is party will be at or prior to the Closing, duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company other parties hereto and HLthereto, constitutes this Agreement constitutes, and each such Transaction Document when so executed and delivered, will constitute, the legal legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and or Merger Sub Sub, as applicable, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting subject to the enforcement of creditors’ rights generally Bankruptcy and by general principles of equityEquity Exception.

Authority Relative to this Agreement. Each of Parent and Merger Sub has have all necessary limited liability company or corporate power and authority to: (i) executeauthority, as the case may be, to execute and deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out each of perform their respective obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the Transactions)hereby. The execution and delivery of this Agreement, the Conversion and Contribution Agreement and the Voting Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub it of the transactions contemplated hereby (including the Transactions) and thereby have been or will be duly and validly authorized by all necessary corporate action on the part Board of Parent Managers of Parent, and Merger Sub (including in the approval by their respective boards case of directors)this Agreement, the members of Parent, and no other corporate limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement, the Conversion and Contribution Agreement and the Voting Agreement by Parent or to consummate the consummation by Parent of the transactions contemplated herebyhereby or thereby (other than the filing of the Merger Filings as required by the CGCL). This Agreement has been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HLhereto, constitutes the legal constitute valid and binding obligation obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, their terms except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting Laws in effect which affect the enforcement of creditors’ rights generally and by general principles of equityequitable principles.