Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Each of Parent and Sub has the corporate power and authority to enter into this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Sub, enforceable against each of Parent and Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate or limited liability company power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which they are a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions have been been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by each of Parent Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution and Sub and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Sub, Merger Sub enforceable against each of Parent and Sub Merger Sub, in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Sub The Buyer has the corporate all requisite power and authority to enter into this Agreementexecute and deliver the Transaction Documents to which it is a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and each the Transaction Documents to which it is a party, the performance of the Stock Option Agreements by each of Parent and Sub its obligations thereunder and the consummation by each of Parent and Sub of the transactions contemplated hereby Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required corporate or other action on the Board part of Directors of each of Parent the Buyer, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or other proceedings on the part of either Parent or Sub Buyer are necessary to authorize this Agreement the Transaction Documents to which it is a party or to consummate the transactions contemplated herebyContemplated Transactions. This Agreement has been been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by the Buyer and, assuming this Agreement has been, and each of Parent the other Transaction Documents to which it is a party will be, duly authorized, executed and Sub delivered by the other parties thereto, this Agreement constitutes, and constitutes each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding agreement obligation of each of Parent and Subthe Buyer, enforceable against each of Parent and Sub it in accordance with its their respective terms, subject to bankruptcyexcept as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, insolvencyupon issuance in accordance with the terms of this Agreement, reorganizationwill be validly issued, moratorium fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or similar laws now or hereafter incurred by any Stockholder) and in effect relating to creditors' rights generally or to general principles of equitycompliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of Parent and ------------------------------------ Acquisition Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and each of the Stock Option Agreements by each of Parent and Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by the Board board of Directors directors of each of Acquisition Sub and Parent and Sub and by Parent as the sole stockholder of Acquisition Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent Parent, Acquisition Sub, GEC, p.l.c. or Sub any of its subsidiaries are necessary to authorize this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Sub and and, assuming it constitutes a valid and binding agreement of each of the other parties hereto, constitutes a legal, valid and binding agreement of each of Parent and Acquisition Sub, enforceable against each of Parent and Acquisition Sub in accordance with its termsterms , subject to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar laws now or hereafter in effect relating to creditors' rights generally or to affecting creditors generally, or by general equity principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub has the corporate requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to enter into which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements between Parent ; and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements"b) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions (including the Merger). The execution and delivery by Parent and Merger Sub of this Agreement and the other Transaction Agreements to which each of the Stock Option Agreements by each of Parent and Sub them is a party, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions (including the Merger) have been duly and validly authorized by all necessary corporate or limited liability company action on the Board of Directors part of each of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either 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 been and the other Transaction Agreements to which each of them is a party have been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute or will constitute the legal and binding obligations of Parent and Merger Sub and constitutes a valid and binding agreement of each of Parent and Sub(as applicable), enforceable against each of Parent and Merger Sub (as applicable) in accordance with its their terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exception.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and each of the Stock Option Agreements 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 by this Agreement have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement (other than, if required, the approval and adoption of the Related Party Transactions (as defined herein) by the requisite vote of approval of the shareholders of Parent (the "Parent Shareholders' Approval") entitled to vote on the matter and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL). The board of directors of Parent, by resolutions duly adopted by vote at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof, has duly approved this Agreement and the Merger, and determined that the execution, delivery and performance of this Agreement is advisable. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding agreement obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Sub Acquisition has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder Stockholders' Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Sub Stockholders' Agreement, and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby including the Offer and the purchase of all Shares tendered pursuant thereto have been duly and validly authorized by the Board boards of Directors of each directors of Parent and Sub Acquisition and by Parent as the sole stockholder of SubAcquisition, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Sub Acquisition are necessary to authorize this Agreement and the Stockholders' Agreement or to consummate the transactions contemplated herebyhereby and thereby including the Offer and the purchase of all Shares tendered pursuant thereto. This Agreement has and the Stockholders' Agreement each have been duly and validly executed and delivered by each of Parent and Sub Acquisition and each constitutes a valid valid, legal and binding agreement of each of Parent and Sub, Acquisition enforceable against each of Parent and Sub Acquisition in accordance with its terms, subject to except as such enforceability may be limited by any applicable conservator, receivership, bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors' rights generally or to generally, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Sub Purchaser has the full corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein Ancillary Agreements (to the "Registration Rights Agreements"extent it is a party thereto) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Ancillary Agreements by each of Parent and Sub (to the extent it is a party thereto) and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board Boards of Directors of each of Purchaser and Parent and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or other proceedings on the part of either Parent Parent, Purchaser or Sub any of their affiliates are necessary to authorize this Agreement or the Ancillary Agreements (to the extent it is a party thereto) or to consummate the transactions contemplated herebyso contemplated. This Agreement has been been, and each of the Ancillary Agreements have been, or will prior to the Record Date be, duly and validly executed and delivered by each of Parent and Sub Purchaser (to the extent it is a party thereto) and constitutes a constitute or (to the extent such agreement is not being entered into as of the date hereof) will constitute valid and binding agreement agreements of each of Parent and SubPurchaser, enforceable against each of Parent and Sub Purchaser in accordance with its their respective terms, subject except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws Laws, now or hereafter in effect effect, relating to creditors' rights generally or to and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). SECTION 5.3.

Authority Relative to this Agreement. Each of Parent and Sub Purchaser has the corporate all necessary power and authority to enter into execute, deliver and perform this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Ancillary Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by this Agreement and therebythe Ancillary Agreements in accordance with the terms hereof and thereof. The execution execution, delivery and delivery performance by Parent and Purchaser of this Agreement and each of the Stock Option Agreements by each of Parent and Sub Ancillary Agreements, and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the Board of Directors of each part of Parent and Sub Purchaser, and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub Purchaser are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by each of Parent and Sub Purchaser, and, assuming the due authorization, execution and constitutes delivery of this Agreement by Seller, constitutes, and each Ancillary Agreement when executed and delivered by Parent, Purchaser and/or their applicable Affiliate party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by the applicable member of the Seller Group, will constitute, a valid valid, legal and binding agreement of each of Parent and SubParent, Purchaser and/or its applicable Affiliates, enforceable against each of Parent and Sub Parent, Purchaser and/or such Affiliates in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent Holdco and Sub has the corporate Merger Subs have all necessary power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option such Ancillary Agreements by each of Parent Holdco and Sub the Merger Subs and the consummation by each of Parent Holdco and Sub the Merger Subs of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the Board part of Directors Holdco or the Merger Subs are necessary to authorize this Agreement, each such Ancillary Agreement or to consummate the Transactions (other than (a) with respect to the Transactions, the approval and adoption of each of Parent and Sub and this Agreement by Parent the Company, as the sole stockholder of Holdco, and by Holdco, as the sole stockholder of Company Merger Sub and SPAC Merger Sub, andand the filing and recordation of appropriate merger documents as required by the DGCL, except for and (b) with respect to the issuance of Holdco Common Stock and the amendment and restatement of the Holdco Organizational Documents pursuant to this Agreement, the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereofCompany, no other corporate action or proceedings on as the part sole stockholder of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated herebyHoldco). This Agreement has and each such Ancillary Agreement have been duly and validly executed and delivered by each of Parent Holdco and Sub the Merger Subs and, assuming due authorization, execution and delivery by the Company and SPAC, constitutes a legal, valid and binding agreement obligation of each of Parent and SubHoldco or the Merger Subs, enforceable against each of Parent and Sub Holdco or the Merger Subs in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into (a) execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements between Parent ; and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements"b) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions (including the Merger). The execution and delivery by Parent and Merger Sub of this Agreement and the other Transaction Documents to which each of the Stock Option Agreements by each of Parent and Sub them is a party, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions (including the Merger) have been duly and validly authorized by all necessary corporate or limited liability company action on the Board of Directors part of each of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or the other Transaction Documents 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 Documents to which each of them is a party have been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding obligations of Parent and Merger Sub and constitutes a valid and binding agreement of each of Parent and Sub(as applicable), enforceable against each of Parent and Merger Sub (as applicable) in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to affecting creditors' ’ rights generally or to general by principles governing the availability of equityequitable remedies.

Authority Relative to this Agreement. Each of Parent Novus, and Merger Sub has the corporate have all necessary power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent Novus and Merger Sub and the consummation by each of Parent Novus and Merger Sub of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent Novus or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Novus Common Stock and by the holders of a majority of the then outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of Novus Common Stock and the amendment and restatement of the Novus Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of Novus Common Stock). This Agreement has been duly and validly executed and delivered by each of Parent Novus and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Novus or Merger Sub, enforceable against each of Parent and Novus or Merger Sub in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this AgreementAgreement and, subject to obtaining the Stock Option Agreements between Parent and Company dated Requisite Vote (as of October 17, 1996 (the "Stock Option Agreements"defined below), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby to be performed by it (including, in the case of Parent, the issuance of shares of Parent Common Stock in the Merger (the "Share Issuance") and therebythe issuance of shares of Parent Series A Preferred Stock in the Merger). The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby to be performed by it (including, in the case of Parent, the Share Issuance and the issuance of shares of Parent Series A Preferred Stock in the Merger) have been duly and validly authorized and approved by the Board of Directors of each Parent (the "Parent Board"), the Board of Parent and Directors of Merger Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, Merger Sub and no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Share Issuance, the approval by the holders of a majority of the then outstanding shares of Parent Common Stock and Parent Class B Stock acting as a single class (the "Parent Requisite Vote")). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and constitutes a valid valid, legal and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Sub them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws now or hereafter in effect relating to affecting the enforcement of creditors' rights generally generally, and the application of equitable principles (whether considered in a proceeding at law or to general principles of in equity).

Authority Relative to this Agreement. Each of Parent Corel and Sub has the full corporate power and authority to enter into this Agreement and, subject (in the case of this Agreement, ) to obtaining the Stock Option Agreements between Parent and Company dated Corel Shareholders' Approval (as of October 17, 1996 defined in Section 6.03 (the "Stock Option Agreements"a)), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. On or prior to the date hereof, the execution, delivery and thereby. The execution and delivery performance of this Agreement and each of the Stock Option Agreements by each of Parent Corel and Sub and the consummation by each of Parent Corel and Sub of the transactions contemplated hereby have been duly authorized and validly approved by its Board of Directors and by the sole shareholder of Sub, the Board of Directors of each Corel has adopted a resolution declaring the advisability of Parent the Corel Shareholders' Proposals (as defined in Section 6.03 (a)) and Sub directed that the Corel Shareholders' Proposals be submitted for consideration by the shareholders of Corel in accordance with applicable laws, and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent of Corel or Sub or their shareholders are necessary to authorize the execution, delivery and performance of this Agreement or by Corel and Sub and the consummation by Corel and Sub of the transactions contemplated hereby, other than obtaining the Corel Shareholders' Approval. This Agreement has been duly and validly executed and delivered by each of Parent Corel and Sub and, assuming due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding agreement of each of Parent Corel and Sub, Sub enforceable against each of Parent Corel and Sub in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or to general principles of equityat law).

Authority Relative to this Agreement. Each of Parent and Sub Purchaser has the corporate all necessary power and authority to enter into execute, deliver and perform this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and Final Ancillary Documents to carry out its obligations hereunder and thereunder which it is a party and to consummate the transactions contemplated hereby by this Agreement and therebythe Final Ancillary Documents to which it is a party in accordance with the terms hereof and thereof. The execution execution, delivery and delivery performance by Parent and Purchaser of this Agreement and each of the Stock Option Agreements by each of Parent and Sub Final Ancillary Documents to which it is a party, and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors of each all necessary action on part of Parent and Sub Purchaser, and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub Purchaser are necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by each of Parent and Sub Purchaser, and, assuming the due authorization, execution and constitutes delivery of this Agreement by Seller, constitutes, and each Final Ancillary Document to which Parent or Purchaser is a valid party, when executed and delivered by Parent, Purchaser and/or their applicable Affiliate party thereto, and, assuming the due authorization, execution and delivery of such Final Ancillary Document by the applicable member of the Seller Group, will constitute, a valid, legal and binding agreement of each of Parent and SubParent, Purchaser and/or its applicable Affiliates, enforceable against each of Parent and Sub Parent, Purchaser and/or such Affiliates in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent and Sub ------------------------------------ Acquisition has the all necessary corporate power and authority to enter into execute and deliver this AgreementAgreement and each of the other Transaction Documents to which it is a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder under this Agreement and thereunder each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of other Transaction Documents to which Parent and Sub or Acquisition is a party, and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board boards of Directors of each directors of Parent and Sub Acquisition and by Parent as the sole stockholder shareholder of SubAcquisition, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Sub Acquisition are necessary to authorize this Agreement or any of the other Transaction Documents to which it is a party or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and each of the other Transaction Documents to which Parent or Acquisition is a party have been duly and validly executed and delivered by each of Parent and Sub Acquisition and constitutes a valid constitute, assuming the due authorization, execution and delivery hereof by the Company, the valid, legal and binding agreement agreements of each of Parent and Sub, Acquisition enforceable against each of Parent and Sub Acquisition in accordance with its their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent GigCapital5 and Merger Sub has the corporate have all necessary power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent GigCapital5 and Merger Sub and the consummation by each of Parent GigCapital5 and Merger Sub of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent GigCapital5 or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of GigCapital5 Common Stock and by the holders of a majority of the then-outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of GigCapital5 Common Stock and the amendment and restatement of the GigCapital5 Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of GigCapital5 Common Stock). This Agreement has been duly and validly executed and delivered by each of Parent GigCapital5 and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent GigCapital5 and Merger Sub, enforceable against each of Parent GigCapital5 and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyherein to be consummated by Parent. The Each of (i) the execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each Parent and Merger Sub of such transactions, (ii) and the issuance (the "Share Issuance") of shares of Parent and Sub of Common Stock pursuant to the transactions contemplated hereby Merger or the Substitute Options, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or and Merger Sub and no other shareholder votes are necessary to authorize this Agreement or to consummate such transactions other than the requisite vote of the holders of shares of Parent Common Stock. The Board of Directors of Parent has directed that this Agreement and the transactions contemplated herebyhereby be submitted to Parent's shareholders for approval at a meeting of such shareholders. This Agreement has been duly authorized and validly executed and delivered by each of Parent and Merger Sub and constitutes a legal, valid and binding agreement of each obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Acquisition Sub has the all requisite corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements Agreement and the Registration Rights AgreementsAgreement in the form attached as Exhibit J hereto (the “Registration Rights Agreement”) to which it is a party, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery by Parent and Acquisition Sub of this Agreement CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. 58 Agreement, and each the execution and delivery by Parent of the Stock Option Agreements Registration Rights Agreement, and the performance of Parent’s and Acquisition Sub’s respective obligations hereunder and thereunder, have been duly and validly authorized by each the respective boards of directors of Parent and Acquisition Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Acquisition Sub are necessary to authorize the execution, delivery and performance of this Agreement or and the transactions contemplated herebyRegistration Rights Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement obligation of each of Parent and Sub, Acquisition Sub enforceable against each of Parent and Sub in accordance with its terms. The Registration Rights Agreement, subject to bankruptcywhen executed and delivered by Parent, insolvencywill be duly executed and delivered by Parent and, reorganizationassuming due authorization, moratorium or similar laws now or hereafter execution and delivery of the Registration Rights Agreement by the other parties thereto, will constitute a valid and binding obligation of Parent enforceable in effect relating to creditors' rights generally or to general principles of equityaccordance with its terms.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17applicable, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either 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. The Board of Directors of Merger Sub has determined that it is advisable and in the best interests of Merger Sub's sole stockholder, Parent, for Merger Sub to enter into this Agreement, and for Merger Sub to consummate the Merger upon the terms and subject to the conditions of this Agreement. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub, and, assuming due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each The Board of Parent Directors of Merger Sub has declared the Merger advisable and Merger Sub has the requisite corporate power and authority to enter into approve, authorize, execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution Board of Directors of Parent has declared the Merger and delivery the related issuance of Parent Shares advisable and Parent has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and each of to consummate the Stock Option Agreements by each of Parent and Sub transactions contemplated hereby. This Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the Board Boards of Directors of each of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Merger Sub (including, in the case of Parent, any action or approval by its stockholders) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and and, assuming this Agreement constitutes a the valid and binding agreement of each the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or similar reorganization and other laws now or hereafter in effect of general applicability relating to or affecting creditors' rights generally or and to general principles of equity.

Authority Relative to this Agreement. Each of Holdco, Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Holdco, Parent and Merger Sub of this Agreement and the consummation by Holdco, Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate action on the part of Holdco, Parent or Merger Sub and no vote of the Parent or Holdco are necessary to authorize the execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the Plan of Merger by Merger Sub and the consummation by each of Parent and Sub them of the transactions contemplated hereby have been duly authorized by Transactions (other than the Board of Directors of each of Parent filings, notifications and Sub other obligations and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by actions described in Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated hereby4.05(b)). This Agreement has been duly and validly executed and delivered by each of Holdco, Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Holdco, Parent and Merger Sub, enforceable against each of Holdco, Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Bankruptcy and Equity Exception.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyherein to be consummated by Parent. The Each of (a) the execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each Parent and Merger Sub of such transactions and (b) the issuance (the "Share Issuance") of shares of Parent and Sub of Common Stock in accordance with the transactions contemplated hereby Merger have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or and Merger Sub and no other stockholder votes are necessary to authorize this Agreement or to consummate such transactions other than, with respect to the transactions contemplated herebyShare Issuance, the approval of the Share Issuance by an affirmative vote of a majority of the shares of Parent Common Stock represented at a meeting of the stockholders of Parent called for such purpose and entitled to vote thereon (provided that at least a majority of such shares are represented in person or by proxy at such meeting), if required for NYSE purposes. This Agreement has been duly authorized and validly executed and delivered by each of Parent and Merger Sub and constitutes a legal, valid and binding agreement of each obligation of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent Parent, First Merger Sub and Second Merger Sub has the corporate requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to enter into which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements between Parent ; and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements"b) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions (including the Mergers). The execution and delivery by Parent, First Merger Sub and Second Merger Sub of this Agreement and the other Transaction Agreements to which each of the Stock Option Agreements by each of Parent and Sub them is a party, and the consummation by each of Parent Parent, First Merger Sub and Second Merger Sub of the transactions contemplated hereby Transactions (including the Mergers) have been duly and validly authorized by all necessary corporate or limited liability company action on the Board of Directors part of each of Parent and Parent, First Merger Sub and by Parent as the sole stockholder of Second Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent Parent, First Merger Sub or Second 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 duly and validly executed and delivered by each of Parent and Parent, First Merger Sub and constitutes a valid Second Merger Sub and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding agreement obligations of each of Parent Parent, First Merger Sub and SubSecond Merger Sub (as applicable), enforceable against each of Parent Parent, First Merger Sub and Second Merger Sub (as applicable) in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to affecting creditors' ’ rights generally or to general by principles governing the availability of equityequitable remedies.

Authority Relative to this Agreement. Each of Parent Adara, and Mxxxxx Sub has the corporate have all necessary power and authority and have taken all corporate action necessary in order to enter into execute and deliver this AgreementAgreement and each Transaction Document to which it is a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements Transaction Document to which it is a party by each of Parent Adara and Merger Sub and the consummation by each of Parent Adara and Merger Sub of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent Adara or Merger Sub are necessary to authorize this Agreement and each Transaction Document to which it is a party or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Adara Common Stock and by the holders of a majority of the then outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of Adara Common Stock and the amendment and restatement of the Adara Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of Adara Common Stock). This Agreement has been duly and validly executed and delivered by each of Parent Axxxx and Mxxxxx Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Adara or Merger Sub, enforceable against each of Parent and Adara or Merger Sub in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. (a) Each of Parent Parent, Merger Sub and Merger Sub II has the corporate requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to enter into which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements between Parent ; and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements"b) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions (including the Mergers). The execution and delivery by Parent, Merger Sub and Merger Sub II of this Agreement and the other Transaction Agreements to which each of the Stock Option Agreements by each of Parent and Sub them is a party, and the consummation by each of Parent Parent, Merger Sub and Merger Sub II of the transactions contemplated hereby Transactions (including the Mergers) have been duly and validly authorized by all necessary corporate or similar action on the Board of Directors part of each of Parent and Parent, Merger Sub and by Parent as the sole stockholder of SubMerger Sub II, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Parent, Merger Sub and Merger Sub II 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 duly and validly executed and delivered by each of Parent and Parent, Merger Sub and constitutes a valid Merger Sub II and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding agreement obligations of each of Parent Parent, Merger Sub and SubMerger Sub II (as applicable), enforceable against each of Parent Parent, Merger Sub and Merger Sub II (as applicable) in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to affecting creditors' ’ rights generally or to general by principles governing the availability of equityequitable remedies.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements Escrow Agreement and the Registration Rights Agreements, the "Transaction Documents"Agreement (as defined in Section 6.2(d)) and to carry out its obligations hereunder hereunder. The execution and thereunder delivery of this Agreement, the Escrow Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the respective Boards of Directors of Parent and Merger Sub and the sole shareholder of Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to consummate authorize this Agreement, the Escrow Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby. The execution and delivery of this This Agreement, the Escrow Agreement and each of the Stock Option Agreements by each of Parent and Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby Registration Rights Agreement have been duly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming this Agreement, the Escrow Agreement and the Registration Rights Agreement constitute valid and binding obligations of each Party hereto and thereto other than Parent and Merger Sub, this Agreement, the Escrow Agreement and the Registration Rights Agreement each constitutes a valid and binding agreement of each of Parent and Sub, Merger Sub enforceable against each of Parent and Merger Sub in accordance with its their respective terms, except as the enforceability hereof or thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium arrangement or similar laws now or hereafter in effect relating to creditors' affecting the rights generally or to general principles of equitycreditors generally, judicial limitations upon the specific performance of certain types of obligations and public policy.

Authority Relative to this Agreement. Each of Parent the SPAC, and Merger Sub has the corporate have all necessary power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (other Transaction Documents to which it is or will at the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17Closing be a party, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by each of the SPAC and Merger Sub of this Agreement and the other Transaction Documents to which each of the Stock Option Agreements SPAC and Merger Sub is or will at the Closing be a party, the performance by each of Parent the SPAC and Merger Sub of its obligations hereunder and thereunder and the consummation by each of Parent the SPAC and Merger Sub of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent the SPAC or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, the SPAC Stockholder Approval and the approval by the SPAC as the sole stockholder of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of New SPAC Common Stock, the New SPAC Certificate of Incorporation and the Certificate of Designations, the SPAC Stockholder Approval). This Agreement has been been, and the other Transaction Documents to which each of the SPAC and Merger Sub is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by each of Parent the SPAC and Merger Sub and, assuming due authorization, execution and delivery by the other party or parties thereto, constitutes (or will then constitute) a legal, valid and binding agreement obligation of each of Parent and the SPAC or Merger Sub, enforceable against each of Parent and the SPAC or Merger Sub in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent Parent, First Merger Sub and Second Merger Sub has the corporate requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to enter into which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements between Parent ; and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements"b) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions (including the Mergers). The execution and delivery by Parent, First Merger Sub and Second Merger Sub of this Agreement and the other Transaction Agreements to which each of the Stock Option Agreements by each of Parent and Sub them is a party, and the consummation by each of Parent Parent, First Merger Sub and Second Merger Sub of the transactions contemplated hereby Transactions (including the Mergers) have been duly and validly authorized by all necessary corporate or limited liability company action on the Board of Directors part of each of Parent and Parent, First Merger Sub and by Parent as the sole stockholder of Second Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent Parent, First Merger Sub or Second 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 duly and validly executed and delivered by each of Parent and Parent, First Merger Sub and constitutes a valid Second Merger Sub and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding agreement obligations of each of Parent Parent, First Merger Sub and SubSecond Merger Sub (as applicable), enforceable against each of Parent Parent, First Merger Sub and Second Merger Sub (as applicable) in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to affecting creditors' ’ rights generally or to general by principles governing the availability of equityequitable remedies.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all requisite corporate power and authority to enter into execute and deliver this AgreementAgreement and, subject to obtaining the Stock Option Agreements between Parent and Company dated as approval of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (of Parent of the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17Share Issuance, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated, subject only to the approval of the Share Issuance by Parent’s stockholders in accordance with the rules of Nasdaq and the Parent Charter Documents and the filing and recordation of the Certificate of Merger as required by Delaware Law. The Board of Directors of Parent has approved this Agreement, the Merger and the other transactions contemplated herebyhereby and has recommended that Parent’s stockholders approve the Share Issuance. Parent, as the sole stockholder of Merger Sub, will, following the execution of this Agreement, adopt this Agreement. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitutes a legal and binding obligation of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into to: (i) execute, deliver and perform this Agreement, the Stock Option Agreements between and each Ancillary Agreement that Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents"(ii) and to carry out its Parent’s and Merger Sub’s obligations hereunder and thereunder and and, subject to approval by its stockholders, to consummate the transactions contemplated hereby and therebythereby (including the Merger). The execution and delivery of this Agreement and each of the Stock Option Ancillary Agreements to which it is party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Merger Sub and (including the approval by Parent as the sole stockholder their respective boards of Sub, directors and, except for prior to the approval of Parent's Closing, its stockholders to be sought at as required by the stockholders' meeting contemplated by Section 7.4(b) hereof, no DGCL and any other Legal Requirement). No other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or the applicable Ancillary Agreement or to consummate the transactions contemplated herebyhereby or thereby, other than the approval of the Parent Stockholders. This Agreement and the applicable Ancillary Agreements has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto or thereto, constitutes the legal and binding obligation of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to except as may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors' ’ rights generally or to and by general principles of equity.

Authority Relative to this Agreement. Each of Parent Pace and each Blocker Merger Sub has the all necessary organizational corporate and limited liability company power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and and, subject to the satisfaction of the condition set forth in Section 10.01(b), to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent Pace and each Blocker Merger Sub and the consummation by each of Parent Pace and each Blocker Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of each of Parent all necessary action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent Pace or such Blocker Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Transactions (other than (a) with respect to the applicable Transactions (other than the Domestication Merger), the approval and adoption of this Agreement has been duly by the holders of a majority of the then-outstanding Cayman Pace Ordinary Shares represented in person or by proxy at the Pace Shareholders’ Meeting and validly executed who vote at such meeting and delivered by each the holders of Parent and Sub and constitutes a valid and binding agreement majority of each the then outstanding shares of Parent and common stock in the applicable Blocker Merger Sub, enforceable against each and the filing and recordation of Parent appropriate merger documents as required by the DGCL and Sub the DLLCA, and (b) with respect to the Domestication Merger, the approval and adoption of the Domestication Merger by the holders of at least 2/3 of the then-outstanding Cayman Pace Ordinary Shares represented in accordance with its termsperson or by proxy at such meeting and who vote at such meeting and the filing and recordation of appropriate merger documents as required by the DGCL and the Companies Act). The Pace Board has approved this Agreement and the Transactions, subject and such approvals are sufficient so that the restrictions on business combinations set forth in the Cayman Pace Articles shall not apply to bankruptcythe Mergers, insolvencythis Agreement, reorganizationany Ancillary Agreement or any of the other Transactions. To the knowledge of Pace, moratorium no other state takeover statute is applicable to the Mergers or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe other Transactions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" Agreement and, together with this Agreementsubject to obtaining the necessary approvals of Parent's and Merger Sub's stockholders, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and each of the Stock Option Agreements 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 by this Agreement have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement, other than (i) the approval and adoption of this Agreement and the Merger by the vote of the sole stockholder of Merger Sub in accordance with the Articles of Incorporation of Merger Sub and/or applicable law ("Merger Sub Stockholder's Vote"), (ii) the approval and adoption by the vote of the stockholders of Parent of (A) the Parent Charter Amendment in accordance with the Certificate of Incorporation of Parent and (B) the Nasdaq Stock Issuance in accordance with the regulations of the National Association of Securities Dealers and The Nasdaq Stock Market ("Parent Stockholders' Vote"), and (iii) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota as required by the MBCA. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. (a) Each of Parent and Xxxxxx Sub has the corporate requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to enter into which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements between Parent ; and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements"b) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions (including the Merger). The execution and delivery by Xxxxxx and Merger Sub of this Agreement and the other Transaction Agreements to which each of the Stock Option Agreements by each of Parent and Sub them is a party, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions (including the Merger) have been duly and validly authorized by all necessary corporate or limited liability company action on the Board of Directors part of each of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either 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 been and the other Transaction Agreements to which each of them is a party have been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly executed and delivered by each Xxxxxx and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute or will constitute the legal and binding obligations of Parent and Merger Sub and constitutes a valid and binding agreement of each of Parent and Sub(as applicable), enforceable against each of Parent and Merger Sub (as applicable) in accordance with its their terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exception.

Authority Relative to this Agreement. Each of Parent Parent, Merger Sub and Second Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, and, subject to obtaining the Stock Option Agreements between Parent and Company dated as necessary approvals of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") of each of Merger Sub and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17Second Merger Sub, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent Parent, Merger Sub and Second Merger Sub and the consummation by each of Parent Parent, Merger Sub and Second Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent Parent, Merger Sub or Second Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Parent, Merger Sub and Second Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent Parent, Merger Sub and Second Merger Sub, enforceable against each of Parent Parent, Merger Sub and Second Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to Laws affecting creditors' ’ rights generally or and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent Pace and each Merger Sub has the have all necessary organizational corporate and limited liability company power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and and, subject to the satisfaction of the condition set forth in Section 10.01(b), to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent Pace and each Merger Sub and the consummation by each of Parent Pace and each Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of each of Parent all necessary action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent Pace or such Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Transactions (other than (a) with respect to the applicable Transactions (other than the Domestication), the approval and adoption of this Agreement has been duly by the holders of a majority of the then-outstanding Cayman Pace Ordinary Shares represented in person or by proxy at the Pace Shareholders’ Meeting and validly executed who vote at such meeting and delivered by each the holders of Parent and Sub and constitutes a valid and binding agreement majority of each the then outstanding shares of Parent and common stock in the applicable Merger Sub, enforceable against each and the filing and recordation of Parent appropriate merger documents as required by the DGCL and Sub the DLLCA, and (b) with respect to the Domestication, the approval and adoption of the Domestication by the holders of at least 2/3 of the then-outstanding Cayman Pace Ordinary Shares represented in accordance with its termsperson or by proxy at such meeting and who vote at such meeting and the filing and recordation of appropriate merger documents as required by the DGCL). The Pace Board has approved this Agreement and the Transactions, subject and such approvals are sufficient so that the restrictions on business combinations set forth in the Pace Certificate of Incorporation shall not apply to bankruptcythe Merger, insolvencythis Agreement, reorganizationany Ancillary Agreement or any of the other Transactions. To the knowledge of Pace, moratorium no other state takeover statute is applicable to the Merger or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe other Transactions.

Authority Relative to this Agreement. Each of Parent and Mxxxxx Sub has the full corporate power and authority to enter into to: (i) execute, deliver and perform this Agreement, the Stock Option Agreements between and each ancillary document that Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents"(ii) and to carry out its each of Parent’s and Mxxxxx Sub’s obligations hereunder and thereunder and and, to consummate the Transactions (including the Merger) and the transactions contemplated hereby and therebyby the other Transaction Agreements. The execution and delivery of this Agreement by Pxxxxx and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each Pxxxxx and Merger Sub of the Transactions (including the Merger) and the transactions contemplated by the other Transaction Agreements (other than the authorization, filing and/or registration of the Plan of Merger, the Name Change Amendment, the Capitalization Amendment, the change of directors of SPAC in accordance with Section 5.2 and the A&R Memorandum and Articles of Association, as applicable) have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and, except for (including the approval by its board of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, directors),and no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions and the transactions contemplated herebyby the other Transaction Agreements, other than the Parent Shareholder Approval (as defined in Section 5.1(a)), the authorization, filing and registration of the Plan of Merger, the Name Change Amendment, the Capitalization Amendment, the change of directors of the Parent in accordance with Section 5.2 and the adoption of the A&R Memorandum and Articles of Association, as applicable). This Agreement has been duly and validly executed and delivered by each Pxxxxx and Mxxxxx Sub and, assuming the due authorization, execution and delivery thereof by the other Parties hereto, constitutes the legal and binding obligation of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to except as may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors' ’ rights generally or to and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreementexecute and deliver, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyunder, this Agreement under applicable law. The execution and delivery by Parent and Merger Sub of this Agreement and each of the Stock Option Agreements by each of Parent and Sub Agreement, and the consummation by each of Parent the Merger and Sub of the transactions contemplated hereby hereby, have been duly and validly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other all necessary corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated herebyand Merger Sub. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and constitutes delivery of this Agreement by the Company, is a valid and binding agreement of each obligation of Parent and Merger Sub, enforceable against each of Parent and Sub them in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws now or hereafter in effect relating to creditors' affecting the enforcement of creditors rights generally or by general equitable principles. The Parent Options and the shares of Parent Common Stock to general principles be issued upon exercise thereof: (i) have been duly authorized, and, when such shares of equityParent Common Stock are issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), such shares will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) will, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), be registered under the Securities Act, and registered or exempt from registration under applicable United States "Blue Sky" laws and (iii) will, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), be listed on the Nasdaq National Market.

Authority Relative to this Agreement. (a) Each of Parent and Sub Acquisition has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder under this Agreement and to consummate the transactions contemplated hereby and therebyhereby, subject in the case of the issuance of shares of Parent Common Stock pursuant to the Merger to obtaining the approval of such issuance of shares by an affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock in accordance with Rule 312.03 of the Listed Company Manual of the NYSE (the "PARENT STOCKHOLDER APPROVAL"). The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of each Parent (the "PARENT BOARD"), the Board of Parent and Sub Directors of Acquisition and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated herebyAcquisition. This Agreement has been duly and validly executed and delivered by each of Parent and Sub Acquisition and constitutes constitutes, assuming the due authorization, execution and delivery hereof by the Company, a valid valid, legal and binding agreement of each of Parent and Sub, Acquisition enforceable against each of Parent and Sub Acquisition in accordance with its terms, subject to any applicable bankruptcy, insolvencyinsolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Buyer and Buyer’s Parent and Sub has the full corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Ancillary Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder as applicable, and to consummate the transactions contemplated hereby and or thereby. The execution and delivery of this Agreement and each of the Stock Option Ancillary Agreements by each of Parent and Sub as applicable, and the consummation by each of Parent and Sub of the transactions contemplated hereby or thereby, have been duly and validly authorized by all necessary corporate action required on the Board of Directors part of each of Buyer and Buyer’s Parent and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Buyer or Buyer’s Parent or Sub are necessary to authorize this Agreement and the Ancillary Agreements, as applicable, or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by each of Parent Buyer and Sub Buyer’s Parent, and assuming that this Agreement constitutes a valid and binding agreement of Seller and subject to the receipt of Buyer’s Required Regulatory Approvals and Seller’s Required Regulatory Approvals, constitutes a valid and binding agreement of each of Parent Buyer and SubBuyer’s Parent, enforceable against each of Buyer and Buyer’s Parent and Sub in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium or and other similar laws now or hereafter in effect relating to Laws affecting creditors' ’ rights generally or and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Acquisition Sub has the full corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Ancillary Agreements between Parent and the Stockholders listed therein dated as of October 17to which it is a party, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Acquisition Sub of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each of Parent and Acquisition Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action by the Board respective board of Directors of each directors of Parent and Sub and by Parent as the sole stockholder of Acquisition Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either the board of directors of Parent or Acquisition Sub are necessary is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation by Parent and Acquisition Sub of the transactions contemplated herebyhereby and thereby. This Agreement has and the Ancillary Agreements have been or will be, as applicable, duly and validly executed and delivered by each of Parent and Acquisition Sub and, assuming the due authorization, execution and delivery hereof by the Company and the other parties thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement obligation of each of Parent and Sub, Acquisition Sub enforceable against each of Parent and Acquisition Sub in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws now or hereafter in effect relating affecting creditors’ rights generally, and subject, as to creditors' rights generally or enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Xxxxxx Sub has the all necessary corporate power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which they are a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions have been been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by the Board of Directors of each of Parent all necessary corporate or limited liability company action, as applicable, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or limited liability company proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Parent, as the sole stockholder of Merger Sub, and (ii) the filing and recordation of appropriate merger documents as required by the TBOC, and (b) with respect to the issuance of Parent Common Stock and the amendment and restatement of the Parent Certificate of Incorporation pursuant to this Agreement, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by each Xxxxxx and Xxxxxx Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub and constitutes a valid and binding agreement of each of enforceable against Parent and or Merger Sub, enforceable against each of Parent and Sub in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent Parent, First Merger Sub and Second Merger Sub has the corporate requisite power and authority to enter into to: (a) execute, deliver and perform this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein other Transaction Agreements to which it is a party; and (the "Registration Rights Agreements"b) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent, First Merger Sub and Second Merger Sub of this Agreement and the other Transaction Agreements to which each of the Stock Option Agreements by each of Parent and Sub them is a party, and the consummation by each of Parent Parent, First Merger Sub and Second Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate or limited liability company action on the Board of Directors part of each of Parent and Parent, First Merger Sub and by Parent as the sole stockholder of Second Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent Parent, First Merger Sub or Second 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 and the other Transaction Agreements executed and delivered by Parent, First Merger Sub and Second Merger Sub as of the date hereof has been been, and the other Transaction Agreements which Parent, First Merger Sub and Second Merger Sub will execute and deliver at or prior to the Closing will be, duly and validly executed and delivered by each of Parent and Parent, First Merger Sub and constitutes a valid Second Merger Sub and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding agreement obligations of each of Parent Parent, First Merger Sub and SubSecond Merger Sub (as applicable), enforceable against each of Parent Parent, First Merger Sub and Second Merger Sub (as applicable) in accordance with its their terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equityexcept insofar as enforceability may be limited by the Remedies Exception.

Authority Relative to this Agreement. Each of Parent GX, First Merger Sub and Second Merger Sub has the have all necessary corporate power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which they are a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent GX, First Merger Sub and Second Merger Sub and the consummation by each of Parent GX, First Merger Sub and Second Merger Sub of the transactions contemplated hereby Transactions, have been been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by the Board of Directors of each of Parent all necessary corporate or limited liability company action, as applicable, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or limited liability company proceedings on the part of either Parent GX, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Mergers, (i) the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of GX Common Stock and by GX, as the sole stockholder of First Merger Sub, either at a duly convened meeting of the sole stockholder of First Merger Sub or by written consent, and by the holders of a majority of the then-outstanding membership interests of Second Merger Sub, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and DLLCA, and (b) with respect to the issuance of GX Common Stock and the amendment and restatement of the GX Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of GX Common Stock). This Agreement has been duly and validly executed and delivered by each of Parent and GX, First Merger Sub and Second Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent GX, First Merger Sub and Second Merger Sub enforceable against GX, First Merger Sub, enforceable against each of Parent and Sub or Second Merger Sub, in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The Each of (a) the execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each Parent and Merger Sub of such transactions and (b) the issuance of shares of Parent and Sub of Common Stock in accordance with the transactions contemplated hereby have Merger has been duly and validly authorized by the Board of Directors of each of all necessary corporate action by Parent and Merger Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or and Merger Sub and no other stockholder votes are necessary to authorize this Agreement or to consummate such transactions, other than, with respect to the Share Issuance, as provided in Section 4.16. The Board of Directors of Parent, by resolutions adopted by unanimous vote of those voting (and not subsequently rescinded or modified in any way) at a meeting duly called and held at which a quorum was present and acting throughout, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Parent and its stockholders, and has declared the Merger to be advisable, (ii) approved and adopted this Agreement, the Merger, the Share Issuance and the other transactions contemplated hereby, (iii) resolved to recommend the Share Issuance to its stockholders for approval and (iv) directed that the Share Issuance be submitted to its stockholders for consideration. This Agreement has been duly authorized and validly executed and delivered by each of Parent and Merger Sub and constitutes a the legal, valid and binding agreement obligations of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub ------------------------------------ has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Company Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") to which it is a party and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Company Voting Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or the Company Voting Agreements to which it is a party, or to consummate the transactions contemplated herebyso contemplated, subject only to the approval of the Share Issuance by Parent's shareholders and the filing of the Certificate of Merger pursuant to Delaware Law. This Agreement has and the Company Voting Agreements to which it is a party have been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute legal and binding obligations of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, subject to except as may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar laws now or hereafter in effect relating to affecting creditors' rights generally or to and general principles of equity.

Authority Relative to this Agreement. Each of Parent Parentco and each Merger Sub has the corporate have all necessary power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") Agreement and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by Pxxxxxxx and each of the Stock Option Agreements by each of Parent and Sub Merger Sub, and the consummation by Parentco and each of Parent and Merger Sub of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Parentco and each Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than the approval and adoption of this Agreement by (a) the sole stockholder of Parentco, (b) the sole stockholder of Merger Sub I, (c) the sole stockholder of Merger Sub II, (d) the sole stockholder of Merger Sub III, (e) the sole stockholder of Merger Sub IV and (f) the sole stockholder of Merger Sub V). This Agreement has been duly and validly executed and delivered by Pxxxxxxx and each of Parent Merger Sub and, assuming due authorization, execution and Sub delivery by Tastemaker and each Company, constitutes a legal, valid and binding agreement obligation of Parentco and each of Parent and Merger Sub, enforceable against Parentco and each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equityexcept as enforceability may be limited by the Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent and the Merger Sub has the corporate Entities have all necessary power and authority to enter into execute and deliver this AgreementAgreement and, after the execution hereof and the approval and adoption of the Parent Proposals by Parent Stockholders at the Parent Stockholders’ Meeting and the filing of the Certificate of First Blocker Merger, the Stock Option Agreements between Parent and Company dated as Certificate of October 17, 1996 (the "Stock Option Agreements")Second Blocker Merger, the Registration Rights Agreements between Parent Certificate of First Company Merger and the stockholders listed therein (Certificate of Second Company Merger, in each case, with the "Registration Rights Agreements") and Secretary of State of the Stockholder Voting Agreements between Parent and State of Delaware in accordance with the Stockholders listed therein dated as of October 17DLLC Act, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and the Merger Sub Entities and the consummation by each of Parent and the Merger Sub Entities of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or and the Merger Sub Entities are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than the approval and adoption of the Parent Proposals by Parent Stockholders at the Parent Stockholders’ Meeting and the filing of the Certificate of First Blocker Merger, the Certificate of Second Blocker Merger, the Certificate of First Company Merger and the Certificate of Second Company Merger, in each case, with the Secretary of State of the State of Delaware in accordance with the DLLC Act). This Agreement has been duly and validly executed and delivered by each Parent and the Merger Sub Entities and, assuming due authorization, execution and delivery by the Company, the Blocker and the Blocker Member, constitutes a legal, valid and binding obligation of Parent and the Merger Sub and constitutes a valid and binding agreement of each of Parent and Sub, Entities enforceable against each of Parent and or the Merger Sub Entities in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the corporate all requisite power and authority to enter into this Agreementexecute and deliver the Transaction Documents to which it is a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and each the Transaction Documents to which it is a party, the performance of the Stock Option Agreements by each of Parent and Sub its obligations thereunder and the consummation by each of Parent and Sub of the transactions contemplated hereby Contemplated Transactions have been duly and validly authorized by all required corporate or other action on the Board of Directors part of each of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or other proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement the Transaction Documents to which it is a party or to consummate the transactions contemplated herebyContemplated Transactions. This Agreement has been been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by each of Parent and Merger Sub and, assuming this Agreement has been, and constitutes each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding agreement obligation of each of Parent and Merger Sub, enforceable against each of Parent and Sub it in accordance with its their respective terms, subject to bankruptcyexcept as limited by applicable Bankruptcy and Equity Principles. The Exchange Shares have been duly authorized and, insolvencyupon issuance in accordance with the terms of this Agreement, reorganizationwill be validly issued, moratorium fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or similar laws now or hereafter incurred by any Shareholder) and in effect relating to creditors' rights generally or to general principles of equitycompliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of Parent and Merger ------------------------------------ Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The Each of (a) the execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each Parent and Merger Sub of such transactions and (b) the issuance of shares of Parent and Sub of Common Stock in accordance with the transactions contemplated hereby have Merger has been duly and validly authorized by the Board of Directors of each of all necessary corporate action by Parent and Merger Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or and Merger Sub and no other stockholder votes are necessary to authorize this Agreement or to consummate such transactions, other than, with respect to the Share Issuance, as provided in Section 4.16. The Board of Directors of Parent, by resolutions adopted by unanimous vote of those voting (and not subsequently rescinded or modified in any way) at a meeting duly called and held at which a quorum was present and acting throughout, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Parent and its stockholders, and has declared the Merger to be advisable, (ii) approved and adopted this Agreement, the Merger, the Share Issuance and the other transactions contemplated hereby, (iii) resolved to recommend the Share Issuance to its stockholders for approval and (iv) directed that the Share Issuance be submitted to its stockholders for consideration. This Agreement has been duly authorized and validly executed and delivered by each of Parent and Merger Sub and constitutes a the legal, valid and binding agreement obligations of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent Holdco and Merger Sub has the corporate have all necessary power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option such Ancillary Agreements by each of Parent Holdco and Merger Sub and the consummation by each of Parent Holdco and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent Holdco or Merger Sub are necessary to authorize this Agreement, each such Ancillary Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Transactions, the approval and adoption of this Agreement by the holders of a relevant majority of the then-outstanding Holdco Ordinary Shares and by Holdco (as the holder of all of the then outstanding Merger Sub Common Stock), and the filing and recordation of appropriate merger documents as required by the DGCL and the 1915 Law, as the case may be, and (b) with respect to the issuance of Holdco Ordinary Shares and the amendment and restatement of the Holdco Organizational Documents pursuant to this Agreement, the approval of a relevant majority of the then-outstanding Holdco Ordinary Shares). This Agreement has and each such Ancillary Agreement have been duly and validly executed and delivered by each of Parent Holdco and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Holdco or Merger Sub, enforceable against each of Parent and Holdco or Merger Sub in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement, and the Escrow Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Registration Rights Agreement and the Escrow Agreement by Parent and, if applicable, Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger 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 thereby. As of the date of this Agreement, the Board of Directors of Parent has determined that it is advisable and in the best interest of Parent to enter into this Agreement, the Stock Option Agreements between Parent Registration Rights Agreement, and Company dated as of October 17, 1996 (the "Stock Option Agreements")Escrow Agreement and has approved this Agreement, the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") Escrow Agreement and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of Merger, this Agreement, the Registration Rights Agreement and each of the Stock Option Agreements by each of Parent and Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and, except for thereby do not require the approval or consent of the Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement, the Registration Rights Agreement has and the Escrow Agreement have been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitute a legal, valid and binding obligation of Parent and Merger Sub and constitutes a valid and binding agreement of each of Parent and Sub, enforceable against each of Parent and Sub them in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. (a). Each of Parent and Amalgamation Sub has the corporate requisite power and authority to enter into to: (a) execute, deliver and perform this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein other Transaction Agreements to which it is a party; and (the "Registration Rights Agreements"b) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions (including the Amalgamation). The execution execution, delivery and delivery performance by Parent and Amalgamation Sub of this Agreement and the other Transaction Agreements to which each of the Stock Option Agreements by each of Parent and Sub them is a party, and the consummation by each of Parent and Amalgamation Sub of the transactions contemplated hereby Transactions (including the Amalgamation), have been duly and validly authorized by all necessary corporate action on the Board of Directors part of each of Parent and Sub and by Parent as the sole stockholder of Amalgamation Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Amalgamation 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 obtaining the Requisite Parent Shareholder Approval. This Agreement has been and the other Transaction Agreements to which each of them is a party will be, at or prior to the Closing, duly and validly executed and delivered by each Parent and Amalgamation Sub and, assuming the due authorization, execution and delivery thereof by the other Parties (assuming any such agreement constitutes a legal, valid and binding obligation of the counterparties thereto), constitute the legal, valid and binding obligations of Parent and Amalgamation Sub and constitutes a valid and binding agreement of each of Parent and Sub(as applicable), enforceable against each of Parent and Amalgamation Sub (as applicable) in accordance with its their terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equityexcept insofar as enforceability may be limited by the Remedies Exception.

Authority Relative to this Agreement. Each of Parent and Acquisition Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") other Transaction Agreements to which it is a party, to perform its obligations under this Agreement and the Stockholder Voting other Transaction Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option other Transaction Agreements by each of Parent and to which Acquisition Sub is a party and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby have been duly and validly authorized and adopted by the Board board of Directors directors of each of Parent and Acquisition Sub and by Parent as the sole stockholder shareholder of Acquisition Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has and the other Transaction Agreements to which Parent or Acquisition Sub, as the case may be, is a party have been duly and validly executed and delivered by each of Parent and Sub Acquisition Sub, as the case may be, and constitutes constitute, assuming the due authorization, execution and delivery hereof and thereof by the Company and any subsidiary of the Company that is a valid party thereto, valid, legal and binding agreement agreements of each of Parent and Acquisition Sub, as the case may be, enforceable against each of Parent and Sub Acquisition Sub, as the case may be, in accordance with its their terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' ’ rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Sub DHI has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") Agreement and to carry out perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Sub DHI and the consummation by each of Parent and Sub DHI of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub DHI are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than the adoption and approval of this Agreement by the holders of a majority of the outstanding shares of the DHI Common Stock entitled to vote in accordance with the Delaware Law and DHI's Amended and Restated Certificate of Incorporation and Bylaws). This Agreement has been duly and validly executed and delivered by each of Parent DHI and, assuming the due authorization, execution and Sub and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Sub, DHI enforceable against each of Parent and Sub DHI in accordance with its terms. The Board of Directors of DHI has, subject to bankruptcyat a meeting duly called and held at which all directors of the Company were present, insolvencyduly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement and the Merger in accordance with the Delaware Law and the Company's certificate of incorporation and by-laws, reorganization(ii) determining that this Agreement and the Merger are in the best interests of the stockholders of the Company, moratorium and (iii) recommending that the stockholders of DHI adopt and approve this Agreement; which resolutions have not been subsequently rescinded, modified or similar laws now or hereafter withdrawn in effect relating to creditors' rights generally or to general principles of equityany way.

Authority Relative to this Agreement. Each of Parent, Merger Sub and Parent and Sub LLC has the all necessary corporate or other power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreementsubject to obtaining the necessary approvals of Parent's shareholders, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent, Merger Sub and Parent and Sub LLC and the consummation by each of Parent, Merger Sub and Parent and Sub LLC of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate or other action and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL, the approval of the issuance to Parent LLC of (i) Parent Ordinary Shares or OBLIGATIONS REMBOURSABLES EN ACTIONS immediately redeemable into Parent Ordinary Shares, (ii) Parent ORAs and (iii) Parent OBSAs pursuant to the Merger by the holders of two-thirds (2/3) of the shares present or represented at the Parent Shareholders' Meeting (as defined in Section 6.01(e)) as required by French law) and the approval of such issuance by the Management Board of Parent by virtue of the power given to it by the Parent Shareholders' Meeting or by the Chairman of the Management Board by virtue of the power given to him by the Management Board, as the case may be. This Agreement has been duly and validly executed and delivered by each of Parent and Parent, Merger Sub and Parent LLC and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent, Merger Sub and Parent and SubLLC, enforceable against each of Parent, Merger Sub and Parent and Sub LLC in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Sub Merger Subs has the all requisite corporate power and authority to enter into this Agreementexecute and deliver the Transaction Documents to which it is a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and each the Transaction Documents to which it is a party, the performance of the Stock Option Agreements by each of Parent and Sub its obligations thereunder and the consummation by each of Parent and Sub of the transactions contemplated hereby Contemplated Transactions, have been duly and validly authorized by all required corporate or other action on the Board of Directors part of each of Parent and Sub Merger Subs, and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or other proceedings on the part of either Parent or Sub Merger Subs are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. Parent, in its capacity as sole stockholder of each Merger Sub, has approved this Agreement or and the transactions contemplated herebyContemplated Transactions, as required by the DGCL and DLLCA. This Agreement has been been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by each of Parent and Sub Merger Subs and, assuming this Agreement has been, and constitutes each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding agreement obligation of each of Parent and Merger Sub, enforceable against each of Parent and Sub it in accordance with its their respective terms, subject to bankruptcyexcept as limited by applicable Bankruptcy and Equity Principles. The Closing Date Stock Consideration has been duly authorized and, insolvencyupon issuance in accordance with the terms of this Agreement, reorganizationwill be validly issued, moratorium fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or similar laws now or hereafter incurred by any Stockholder) and in effect relating to creditors' rights generally or to general principles of equitycompliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each 4.3.1 Parent has, and Merger Sub shall upon its formation and the Merger Sub Board’s ratification of Parent and Sub has the approvals made on its behalf prior to formation have all necessary corporate power and authority to enter into execute and deliver this AgreementAgreement and each of the other Transaction Agreements to which it is or will be a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent to perform its obligations under this Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting other Transaction Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Parent and Merger Sub of this Agreement and each the other Transaction Agreements to which any of the Stock Option Agreements by each of Parent and Sub them is a party or will be a party and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Parent Board of Directors of each on behalf of Parent and the Merger Sub (the latter to be ratified by the Merger Sub Board upon formation) and by Parent as the sole stockholder shareholder of the Merger Sub, and, except for and other than the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereofaforesaid ratification, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement Agreement, the other Transaction Agreements to which they are a party or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been and each Transaction Agreement to which Parent and/or Merger Sub is or will be a party has been or by the Effective Time will be, duly and validly executed and delivered by each of Parent and Sub Merger Sub, to the extent applicable, and constitutes a valid constitutes, assuming the due authorization, execution and delivery hereof and thereof by the Company, the valid, legal and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to other Applicable Laws affecting the enforcement of creditors' ’ rights generally or to and by general principles of equity, regardless of whether such enforceability is considered in a Proceeding at law or in equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, Agreement and the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Agreements Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Merger Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement and the Stock Option Agreement, or to consummate the transactions so contemplated. The Board of Directors of Parent has, as of the date this Agreement, approved this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby, and no further corporate action is required on the part of Parent to authorize this Agreement or the Stock Option Agreement or the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute legal and binding obligations of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, except as enforceability may be subject to and limited by laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganization, moratorium and rules of law governing specific performance injunctive relief or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equityother equitable remedies.

Authority Relative to this Agreement. Each of Parent and Sub has the Purchaser have all requisite corporate power and authority to enter into this Agreement, the Stock Option Agreements between Parent Agreement and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "any other Transaction Documents") Documents to which it is a party thereto and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in each case, subject to the consents, approvals, authorizations and other requirements described in Section 6.5 and the approval and adoption of this Agreement by the Required Parent Stockholder Approval at the Parent Stockholders’ Meeting. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Sub Xxxxxx and the consummation by each of Parent and Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Parent Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and, except for upon receipt of the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereofRequired Parent Stockholder Approval, no other corporate action or proceedings on the part of either Parent or Sub the Parent Holders are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Xxxxxx and Sub Purchaser, and, assuming due authorization and execution by the other Party, constitutes a the valid and binding agreement of each of Parent and SubPurchaser, enforceable against each of Parent and Sub Purchaser in accordance with its terms, subject to bankruptcythe Remedies Exceptions. Each Transaction Document to be executed by Parent and Purchaser at or prior to the Closing will be, insolvencywhen executed and delivered by Parent and Purchaser, reorganizationduly and validly executed and delivered and, moratorium or similar laws now or hereafter assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in effect relating accordance with its terms, subject to creditors' rights generally or to general principles of equityany applicable Remedies Exception.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the full corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Ancillary Agreements between Parent and the Stockholders listed therein dated as of October 17to which it is a party, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each of the Stock Option Ancillary Agreements by each of Parent and Sub to which it is a party and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action by the Board board of Directors directors of Parent and Merger Sub, and no other action on the part of the board of directors of Parent or Merger Sub is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which each of Parent and Merger Sub and by Parent is a party have been or will be, as the sole stockholder of Subapplicable, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company and/or the other parties thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement obligation of each of Parent and Sub, Merger Sub enforceable against each of Parent and Merger Sub in accordance with its their respective terms, subject to except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect Laws relating to the enforcement of creditors' ’ rights generally or to and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Sub Party has the all necessary corporate power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which they are a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, in each case subject to obtainment of the Parent Stockholder Approval or the approval of Pubco as the sole stockholder of each of the Merger Subs, as applicable. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Sub Party and the consummation by each of Parent and Sub Party of the transactions contemplated hereby Transactions have been been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate or limited liability company action, as applicable, and no other corporate or limited liability company proceedings on the Board part of Directors of any Parent Party is necessary to authorize this Agreement and each of Ancillary Agreement to which it is a party or to consummate the Transactions (other than (a) with respect to the Mergers, (i) the Parent and Sub and Stockholder Approval, the approval by Parent Parent, as the sole stockholder of Pubco Merger Sub, and, except for and the approval of Parent's stockholders Pubco as the sole stockholder of each of the Merger Subs, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the TBOC, as applicable, and (b) with respect to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereofissuance of Pubco Common Stock and the amendment and restatement of the Pubco Certificate of Incorporation pursuant to this Agreement, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated herebyStockholder Approval). This Agreement has been duly and validly executed and delivered by each of the Parent Parties and, assuming due authorization, execution and Sub and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Sub, Party enforceable against each of Parent and Sub it, in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") Agreement and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Merger Sub (other than the approval of the issuance of Parent Common Stock in the Merger by the affirmative vote of the holders of a majority of the voting power of the shares of the Parent Common Stock present in person, or represented by proxy, and entitled to vote thereon at the meeting of holders of Parent Common Stock to be called therefor, provided that the shares so present or represented constitute a majority of the outstanding shares of Parent Common Stock) are necessary to authorize this Agreement or to consummate the transactions contemplated herebythereby. The Board of Directors of Parent has determined that it is advisable and in the best interest of Parent's stockholders for Parent to enter into a business combination with the Company upon the terms and subject to the conditions of this Agreement. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub and constitutes a valid and binding agreement of each of Parent and Sub, enforceable against each of Parent and Sub them in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent Parent, First Merger Sub and Second Merger Sub has the corporate requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to enter into which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements between Parent ; and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements"b) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions (including the Mergers). The execution and delivery by Parent, First Merger Sub and Second Merger Sub of this Agreement and the other Transaction Agreements to which each of the Stock Option Agreements by each of Parent and Sub them is a party, and the consummation by each of Parent Parent, First Merger Sub and Second Merger Sub of the transactions contemplated hereby Transactions (including the Mergers), have been duly and validly authorized by all necessary corporate or limited liability company action on the Board of Directors part of each of Parent and Parent, First Merger Sub and by Parent as the sole stockholder of Second Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent Parent, First Merger Sub or Second 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 obtaining the Requisite Parent Stockholder Approval. This Agreement has and the other Transaction Agreements to which each of them is a party have been duly and validly executed and delivered by each of Parent and Parent, First Merger Sub and constitutes a valid Second Merger Sub and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding agreement obligations of each of Parent Parent, First Merger Sub and SubSecond Merger Sub (as applicable), enforceable against each of Parent Parent, First Merger Sub and Second Merger Sub (as applicable) in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to affecting creditors' ’ rights generally or to general by principles governing the availability of equityequitable remedies.

Authority Relative to this Agreement. Each of Parent Xxxxxxxx, Parentco, Merger Sub I and Merger Sub has the corporate II have all necessary power and authority to enter into execute and deliver this Agreement, Agreement and subject to obtaining the Stock Option Agreements between Parent and Company dated as approval of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17Xxxxxxxx, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by Xxxxxxxx, Parentco, Merger Sub I and each of the Stock Option Agreements by each of Parent and Merger Sub II, and the consummation by each of Parent Xxxxxxxx, Parentco, Merger Sub I and Merger Sub II of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent Xxxxxxxx, Parentco, Merger Sub I or Merger Sub II are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than the approval and adoption of this Agreement by (a) the holders of a majority of the then-outstanding shares of Xxxxxxxx Class A Common Stock and Xxxxxxxx Class B Common Stock, (b) the sole stockholder of Parentco, (c) the sole stockholder of Merger Sub I and (d) the sole shareholder of Merger Sub II). This Agreement has been duly and validly executed and delivered by each of Parent Xxxxxxxx, Parentco, Merger Sub I and Merger Sub II and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent Xxxxxxxx, Parentco, Merger Sub I and SubMerger Sub II, enforceable against each of Parent Xxxxxxxx, Parentco, Merger Sub I and Merger Sub II in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equityexcept as enforceability may be limited by the Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent, Sub and the Parent and Sub Related Entities has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent, Sub and the Parent and Sub Related Entities and the consummation by each of Parent, Sub and the Parent and Sub Related Entities of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of each of Parent and Parent, Sub and by the Parent as the sole stockholder of SubRelated Entities, respectively, and, except for if necessary, the approval stockholders of Parent's stockholders to be sought at each of Sub and the stockholders' meeting contemplated by Section 7.4(b) hereofParent Related Entities, and no other corporate action or organizational proceedings on the part of either Parent, Sub or the Parent or Sub Related Entities are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby(other than, with respect to the Merger, the filing and recordation of the appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Parent, Sub and the Parent Related Entities and, assuming this Agreement constitutes a valid and binding obligation of the Company, constitutes a valid and binding agreement of each of Parent, Sub and the Parent and SubRelated Entities, enforceable against each of Parent, Sub and the Parent and Sub Related Entities in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent ParentCo, NAC, Merger Sub Corp and Merger Sub has the corporate LLC have all necessary power and authority to enter into execute and deliver this Agreement, Agreement and subject to obtaining the Stock Option Agreements between Parent and Company dated as approval of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17NAC, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by ParentCo, NAC, Merger Sub and each of the Stock Option Agreements by each of Parent and Merger Sub LLC, and the consummation by each of Parent ParentCo, NAC, Merger Sub and Merger Sub LLC of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent ParentCo, NAC, Merger Sub Corp or Merger Sub LLC are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than the approval and adoption of this Agreement by (a) the holders of a majority of the then-outstanding shares of NAC Class A Common Stock and NAC Class B Common Stock, (b) the sole member of Merger Sub LLC, (c) sole stockholder of Merger Sub Corp and (d) the sole stockholder of ParentCo). This Agreement has been duly and validly executed and delivered by each of Parent ParentCo, NAC, Merger Sub Corp and Merger Sub LLC and, assuming due authorization, execution and delivery by the Company, Blocker and the Blocker Holder, constitutes a legal, valid and binding agreement obligation of each of Parent and SubParentCo, NAC, Merger Sub Corp or Merger Sub LLC, enforceable against each of Parent and ParentCo, NAC, Merger Sub Corp or Merger Sub LLC in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equityexcept as enforceability may be limited by the Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent GigCapital2 and Merger Sub has the corporate have all necessary power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent GigCapital2 and Merger Sub and the consummation by each of Parent GigCapital2 and Merger Sub of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent GigCapital2 or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of GigCapital2 Common Stock and by the holders of a majority of the then-outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of GigCapital2 Common Stock and the amendment and restatement of the GigCapital2 Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of GigCapital2 Common Stock). This Agreement has been duly and validly executed and delivered by each of Parent GigCapital2 and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent GigCapital2 and Merger Sub, enforceable against each of Parent GigCapital2 and Merger Sub in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent Parent, Holdco and Merger Sub has the corporate all necessary power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17ancillary agreements, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements any ancillary agreement by each of Parent Parent, Holdco and Merger Sub and the consummation by each of Parent Parent, Holdco and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of each of Parent all necessary action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent Parent, Holdco or Merger Sub are necessary to authorize this Agreement or any ancillary agreement, or to consummate the transactions contemplated herebyTransactions (other than, with respect to the Mergers and the Share Issuance, the approval of each of the Mergers and the Share Issuance by the holders of a majority of the outstanding shares of Parent Common Stock present and entitled to vote at the Parent Stockholders’ Meeting, and with respect to the Mergers, the filing and recordation of appropriate merger documents as required by the DGCL and BCA). This Agreement and each applicable ancillary agreement has been duly and validly executed and delivered by each of Parent Parent, Holdco and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent Parent, Holdco and Merger Sub, enforceable against each of Parent Parent, Holdco and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all Laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to Laws affecting creditors' ’ rights generally or and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).

Authority Relative to this Agreement. Each of Parent SPAC and Mxxxxx Sub has the corporate have all necessary power and authority to enter into execute and deliver this AgreementAgreement and each Transaction Document to which they are contemplated to be a party, the Stock Option Agreements between Parent and Company dated as to perform all of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its respective obligations hereunder and thereunder and, subject to the approval and adoption of the SPAC Proposals by the stockholders of SPAC, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements Transaction Document to which SPAC or Merger Sub are contemplated to be a party by each of Parent SPAC and Merger Sub and the consummation by each of Parent SPAC and Merger Sub of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent SPAC or Merger Sub are necessary to authorize this Agreement or and Transaction Document to which they are contemplated to be a party or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, the approval and adoption of the SPAC Proposals by the stockholders of SPAC as the SPAC Stockholders’ Meeting and (b) the filings required by applicable Law). This Agreement and each Transaction Document to which such party is contemplated to be a party has been duly and validly executed and delivered by each of Parent SPAC and Merger Sub and, assuming due authorization, execution and delivery by the Company or any Company Subsidiary, constitutes a legal, valid and binding agreement obligation of each of Parent and SPAC or Merger Sub, enforceable against each of Parent and SPAC or Merger Sub in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and the ------------------------------------ Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and the Merger Sub and the consummation by each of Parent and the Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board boards of Directors of each directors of Parent and the Merger Sub and by Parent as the sole stockholder shareholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, Merger Sub and no other corporate action or proceedings on the part of either Parent or the Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by California Law). This Agreement has been duly and validly executed and delivered by each of Parent and the Merger Sub and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding agreement obligation of each of Parent and the Merger Sub, enforceable against each of Parent and the Merger Sub in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") Agreement and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby (subject to the satisfaction of the conditions to consummation set forth herein) have been duly and validly authorized by all necessary corporate action on the Board of Directors of each party of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either 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 interest of Parent's stockholders for Parent to enter into and perform this Agreement. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Sub them in accordance with its terms, subject to except as the enforceability thereof may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' or affecting the rights generally or to and remedies of creditors generally, and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. Each of HoldCo, Parent and Merger Sub has the all requisite corporate power and authority to enter into this Agreementexecute and deliver the Transaction Documents to which it is a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and each the Transaction Documents to which it is a party, the performance of the Stock Option Agreements by each of Parent and Sub its obligations thereunder and the consummation by each of Parent and Sub of the transactions contemplated hereby Contemplated Transactions, have been duly and validly authorized by all required corporate or other action on the Board of Directors part of each of HoldCo, Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or other proceedings on the part of either HoldCo, Parent or Merger Sub are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. Parent, in its capacity as sole stockholder of Merger Sub, has approved this Agreement or and the transactions contemplated herebyContemplated Transactions, as required by the DGCL. This Agreement has been been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by each of HoldCo, Parent and Merger Sub and, assuming this Agreement has been, and constitutes each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties thereto, this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding agreement obligation of each of HoldCo, Parent and Merger Sub, enforceable against each of Parent and Sub it in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equityexcept as limited by applicable Bankruptcy and Equity Principles.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into to: (i) execute, deliver and perform this Agreement, the Stock Option Agreements between and each ancillary document that Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents"(ii) and to carry out its Parent’s and Merger Sub’s obligations hereunder and thereunder and and, subject to approval by its stockholders, to consummate the transactions contemplated hereby and therebythereby (including the Merger). The execution and delivery of this Agreement and each of the Stock Option 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 Merger) have been duly and validly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Merger Sub and by Parent as the sole stockholder of Sub, and, except for (including the approval by their respective boards of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereofdirectors), and no other corporate action or proceedings on the part of either 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 duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to except as may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors' ’ rights generally or to and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Sub Cartesian Entity has the corporate all necessary power and authority to enter into execute and deliver this AgreementAgreement and each of the other Transaction Documents to which it is a party and, after the Stock Option Agreements between Parent execution hereof and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent thereof and the stockholders listed therein (approval and adoption of the "Registration Rights Agreements") SPAC Proposals by the SPAC Shareholders at the SPAC Shareholders’ Meeting and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17filings required by applicable Law, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by each Cartesian Entity of this Agreement Agreement, the execution and delivery of each of the Stock Option Agreements by each of Parent and Sub other Transaction Documents to which it is a party, and the consummation by each of Parent and Sub Cartesian Entity of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub any Cartesian Entity are necessary to authorize the entry into this Agreement or such other Transaction Documents or to consummate the transactions contemplated herebyTransactions (other than the approval and adoption of the SPAC Proposals by the SPAC Shareholders at the SPAC Shareholders’ Meeting and the filings required by applicable Law). This Agreement has been and, at the Closing, each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by each of Parent the Cartesian Entities and, assuming due authorization, execution and Sub and delivery by the other Parties thereto, constitutes or will at the Closing constitute, a legal, valid and binding agreement obligation of each of Parent and Sub, the Cartesian Entities enforceable against each of Parent and Sub the Cartesian Entities in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent Holdco and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by Holdco and each Merger Sub and, subject to the affirmative vote of the Stock Option Agreements by each holders of shares of Parent representing at least two-thirds of the total outstanding shares of Parent present and Sub and voting in person or by proxy (excluding any shares of Parent held directly or indirectly by Beijing Tourism Group Co., Ltd.) at a shareholders’ meeting of Parent (the “Parent Shareholders Meeting”) in favor of the Transactions (the “Parent Shareholder Approval”), the consummation by each of Parent Holdco and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent Holdco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than the filings, notifications and other obligations and actions described in Section 4.04(b)). This Agreement has been duly and validly executed and delivered by each of Parent Holdco and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent Holdco and Merger Sub, enforceable against each of Parent Holdco and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Bankruptcy and Equity Exception.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary organizational corporate and other power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and and, subject to the satisfaction of the conditions agreed in this Agreement to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of each of Parent all necessary action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, with respect to the applicable Transactions, the approval and adoption of this Agreement by the Required Parent Stockholder Approval at the Parent Stockholders’ Meeting). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization and execution by each other Party, constitutes a legal, valid and binding agreement obligation of each of Parent and Merger Sub, enforceable against each of Parent and Sub Merger Sub, as applicable, in accordance with its terms, subject to bankruptcythe Remedies Exceptions. Each Ancillary Agreement to be executed by Parent and/or Merger Sub at or prior to the Closing will be, insolvencywhen executed and delivered by Parent and/or Merger Sub, reorganizationduly and validly executed and delivered and, moratorium or similar laws now or hereafter assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub, as applicable, in effect relating accordance with its terms, subject to creditors' rights generally or to general principles of equityany applicable Remedies Exception.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the full corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Ancillary Agreements, the "Transaction Documents") and to carry out perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each of the Stock Option Ancillary Agreements by each of Parent and Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of each all necessary corporate and stockholder action of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements and the consummation by Parent and Merger Sub of the transactions contemplated herebyhereby and thereby. This Agreement and the Ancillary Agreements to which Parent or Merger Sub is a party has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization and the valid execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub and constitutes a valid and binding agreement of each of enforceable against Parent and Sub, enforceable against each of Parent and Merger Sub in accordance with its respective terms, subject to except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect Laws relating to the enforcement of creditors' rights generally or to and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "other Transaction Documents") Documents and to carry out perform its obligations hereunder and thereunder and under the Transaction Documents to consummate the Merger and the other transactions contemplated hereby and therebyby the Transaction Documents. The execution and delivery of this Agreement and each of the Stock Option Agreements other Transaction Documents 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 by this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement Agreement, the other Transaction Documents or to consummate the Merger and the other transactions contemplated herebyby this Agreement and the other Transaction Documents (other than the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has Agreement, the other Transaction Documents and the Certificate of Merger have been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and constitutes a delivery by the Company, constitute legal, valid and binding agreement obligations of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to Law affecting creditors' ’ rights generally or and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Sub Kensington has the corporate all necessary power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (other Transaction Documents to which it is or will at the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17Closing be a party, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Kensington of this Agreement and each the other Transaction Documents to which Kensington is or will at the Closing be a party, the performance by Kensington of the Stock Option Agreements by each of Parent its obligations hereunder and Sub thereunder and the consummation by each of Parent and Sub Kensington of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub Kensington are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, the Kensington Stockholder Approval, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of New Kensington Common Stock and the amendment of the Kensington Organizational Documents, the Kensington Stockholder Approval, and the Holdco Shareholder Approvals). This Agreement has been been, and the other Transaction Documents to which Kensington is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by each Kensington and, assuming due authorization, execution and delivery by the other party or parties thereto, constitutes (or will then constitute) Table of Parent and Sub and constitutes Contents a legal, valid and binding agreement obligation of each of Parent and SubKensington, enforceable against each of Parent and Sub Kensington in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the requisite corporate power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to enter into which each of them is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements"b) and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and the other Transaction Agreements to which each of the Stock Option Agreements by each of Parent and Sub them is a party, and the consummation by each Parent and Merger Sub of the Transactions (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and, except for (including the approval by its board of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereofdirectors), and no other corporate action or proceedings on the part of either 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 duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other Parties hereto, constitute the legal and binding obligations of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to affecting creditors' ’ rights generally or to general by principles governing the availability of equityequitable remedies.

Authority Relative to this Agreement. Each of Parent and Sub each Seller has the all necessary corporate or similar power and authority authority, and has taken all corporate or similar action necessary, to enter into execute, deliver and perform this Agreement and the Ancillary Agreement, in each case to the Stock Option Agreements between Parent and Company dated as of October 17extent such Person is a party to such Contract, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions, in each case to the extent such Person is a party to such Contract, in accordance with the terms hereof and therebythereof. The execution execution, delivery and delivery performance of this Agreement by Xxxxxx, the execution, delivery and each performance of the Stock Option Agreements Ancillary Agreement by each of Parent and Sub any of the Sellers party thereto and the consummation of the Transactions by each of Parent and Sub of the transactions contemplated hereby have each Seller has been duly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Sub each Seller and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are any Seller is necessary to authorize approve this Agreement or and the transactions contemplated herebyAncillary Agreement to consummate the Transactions. This Agreement has been duly and validly executed and delivered by each Parent, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and the Ancillary Agreement when executed and delivered by Parent and Sub any of the Sellers party thereto, and, assuming the due authorization, execution and constitutes delivery of the Ancillary Agreement by Purchaser or any Seller party thereto, will constitute, a valid valid, legal and binding agreement of each of Parent and Suband/or the applicable Sellers, enforceable against each of Parent and Sub and/or such Sellers in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws now or hereafter in effect relating to Laws affecting creditors' ’ rights generally or and subject, as to enforceability, to general principles of equityequity (collectively, the “Enforceability Exceptions”).

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as Plan of October 17Merger, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and and, subject to receipt of the Parent Shareholder Approval, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each the Plan of the Stock Option Agreements Merger by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent Parent, Merger Sub or Sub any of their Affiliates are necessary to authorize this Agreement and the Plan of Merger or to consummate the transactions contemplated herebyTransactions (other than the Parent Shareholder Approval and the filings, notifications and other obligations and actions described in Section 4.03(a)). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcythe Bankruptcy and Equity Exception. The only vote of holders of any class or series of share capital of Parent or Merger Sub necessary to approve and authorize this Agreement, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles the Plan of equityMerger and the Merger is the Parent Shareholder Approval and the Merger Sub Shareholder Approval.

Authority Relative to this Agreement. Each of Parent and Sub Kensington has the corporate all necessary power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (other Transaction Documents to which it is or will at the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17Closing be a party, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Kensington of this Agreement and each the other Transaction Documents to which Kensington is or will at the Closing be a party, the performance by Kensington of the Stock Option Agreements by each of Parent its obligations hereunder and Sub thereunder and the consummation by each of Parent and Sub Kensington of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub Kensington are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, the Kensington Stockholder Approval, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of New Kensington Common Stock and the amendment of the Kensington Organizational Documents, the Kensington Stockholder Approval, and the Holdco Shareholder Approvals). This Agreement has been been, and the other Transaction Documents to which Kensington is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by each of Parent Kensington and, assuming due authorization, execution and Sub and delivery by the other party or parties thereto, constitutes (or will then constitute) a legal, valid and binding agreement obligation of each of Parent and SubKensington, enforceable against each of Parent and Sub Kensington in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Sub ------------------------------------ Purchaser has the all requisite corporate power and authority to enter into execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered by Parent or Purchaser prior to or at the Effective Time, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. 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 the performance of the Stock Option Agreements by each of Parent their respective obligations hereunder and Sub thereunder, and the consummation by each Parent and Purchaser of the Transactions have been duly and validly authorized by the respective Boards of Directors (or similar organizational bodies) of Parent and Sub of Purchaser, the transactions contemplated hereby have been duly authorized by the Supervisory Board of Directors of each of Parent and Sub the shareholder of Purchaser, and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub Purchaser are necessary to authorize this Agreement Agreement, or commence the transactions contemplated herebyOffer or to consummate the Transactions (including the Offer) other than filing and recordation of appropriate merger documents as required by the DGCL or 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 duly and validly executed and delivered by each of Parent and Sub Purchaser and, assuming this Agreement constitutes a valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Parent and SubPurchaser, enforceable against each of Parent and Sub Purchaser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent LOKB and Merger Sub has the have all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") Agreement and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereunder. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent LOKB and Merger Sub and the consummation by each of Parent LOKB and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent LOKB or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL and the DLLCA, and (b) the approval of the LOKB Proposals at the LOKB Stockholders’ Meeting in accordance with applicable Law and the Organizational Documents of LOKB). This Agreement has been duly and validly executed and delivered by each of Parent LOKB and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent LOKB and Merger Sub, enforceable against each of Parent LOKB and Merger Sub in accordance with its terms, terms subject to bankruptcythe Remedies Exceptions. The LOKB Board has approved this Agreement and the Transactions, insolvencyand such approvals are sufficient so that the restrictions on business combinations set forth in the LOKB Certificate of Incorporation shall not apply to the Merger, reorganizationthis Agreement, moratorium any Ancillary Agreement or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles any of equitythe other Transactions.

Authority Relative to this Agreement. Each of Purchaser and the Parent and Sub has the corporate all requisite power and authority (corporate or otherwise) to enter into this Agreementexecute, the Stock Option Agreements between Parent deliver and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of preform this Agreement and each Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each such Agreement and Document to which it is a party and to perform and consummate the Transactions. The Agreement and each Document to which each of the Stock Option Agreements by each of Parent and Sub Purchaser and the consummation by each Parent is a party, and the performance of Parent its respective obligations hereunder and Sub of the transactions contemplated hereby thereunder, have been duly and validly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate all requisite action or proceedings on the part of either Parent or Sub are necessary and the Purchaser, as applicable, and the Agreement and each Document to authorize this Agreement or the transactions contemplated hereby. This Agreement which Parent and Purchaser, as applicable, is a party has been duly and validly executed and delivered by each Parent and Purchaser, as applicable, and constitutes, or upon its execution and delivery as contemplated by this Agreement will constitute, a valid and legally binding obligation of Parent and Sub and constitutes a valid and binding agreement of each of Parent and SubPurchaser, as applicable, enforceable against each of Parent and Sub Purchaser in accordance with its termsterms and conditions, subject except as limited by the General Enforceability Exceptions. The Board of Directors (or the appropriate committee thereof) of each of the Parent and Purchaser (i) has determined that this Agreement, the Documents and the other transactions contemplated hereby are desirable and in the best interests of the Parent and Purchaser and their respective shareholders and (ii) have approved this Agreement, the Documents to bankruptcywhich it is a party, insolvencyand the other transactions contemplated hereby. No other corporate proceedings on the part of the Parent and Purchaser, reorganizationas applicable, moratorium are necessary to authorize this Agreement, the Documents to which it is a party or similar laws now any certificate or hereafter in effect relating other instrument required to creditors' rights generally be executed and delivered by the Parent and Purchaser pursuant hereto or to general principles consummate the issuance of equitythe Consideration Shares or any other transactions contemplated hereby or thereby. None of such actions have been amended, rescinded or modified.

Authority Relative to this Agreement. Each of Parent and Mxxxxx Sub has the all necessary corporate power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which they are a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions have been been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Parent, as the sole stockholder of Merger Sub, either at a duly convened meeting of the sole stockholder of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the NRS, and (b) with respect to the issuance of Parent Common Stock and the amendment and restatement of the Parent Certificate of Incorporation pursuant to this Agreement, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by each Pxxxxx and Mxxxxx Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub and constitutes a valid and binding agreement of each of enforceable against Parent and or Merger Sub, enforceable against each of Parent and Sub in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each Purchaser and each Subsidiary of Parent and Sub Purchaser that is a party to the Ancillary Agreement has the all necessary corporate or similar power and authority authority, and has taken all corporate or similar action necessary, to enter into execute, deliver and perform this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder Ancillary Agreement and to consummate the transactions contemplated hereby and therebyTransactions. The execution and No vote or other approval of the stockholders of Purchaser is required in connection with the execution, delivery or performance of this Agreement and each of the Stock Option Agreements by each of Parent and Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Ancillary Agreement or to consummate the transactions contemplated herebyTransactions, whether by reason of applicable Law, the Organizational Documents of Purchaser, the rules or requirements of any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by each Purchaser, and, assuming the due authorization, execution and delivery of Parent this Agreement by Parent, will constitute, and Sub the Ancillary Agreement when executed and constitutes delivered by Purchaser or its applicable Subsidiaries, and, assuming the due authorization, execution and delivery of the Ancillary Agreement by the applicable Subsidiary of Parent, will constitute, a valid valid, legal and binding agreement of each of Parent and SubPurchaser and/or its applicable Subsidiaries, enforceable against each of Parent and Sub Purchaser and/or such Subsidiaries in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent Xxxxxx and Sub Newco has the all ------------------------------------- requisite corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Transaction Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Transaction Agreements by each of Parent and Sub to which Xxxxxx or Newco is a party and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of each of Parent Xxxxxx and Sub and by Parent as the sole stockholder of Sub, Newco and, except for in the approval case of Parent's stockholders to be sought at the stockholders' meeting contemplated Newco, by Section 7.4(b) hereofits sole shareholder, and no other corporate action or proceedings on the part of either Parent Xxxxxx or Sub Newco are necessary to authorize this Agreement Agreement, the Transaction Agreements to which Xxxxxx or Newco is a party or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by each of Parent Xxxxxx and Sub Newco, and assuming that this Agreement has been duly executed and delivered by each of Sellers and the Company, constitutes a legal, valid and binding agreement obligation of each of Parent Xxxxxx and SubNewco, enforceable against each of Parent Xxxxxx and Sub Newco in accordance with its terms. Assuming due execution and delivery by all parties thereto, subject the Transaction Agreements to bankruptcywhich Xxxxxx or Newco is a party will constitute a legal, insolvencyvalid and binding obligation of each of Xxxxxx and Newco, reorganizationas the case may be, moratorium or similar laws now or hereafter enforceable against each of Xxxxxx and Newco in effect relating to creditors' rights generally or to general principles of equityaccordance with their respective terms.

Authority Relative to this Agreement. Each of Parent Parent, Holdings and Acquisition Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") other Transaction Agreements to which it is a party, to perform its obligations under this Agreement and the Stockholder Voting other Transaction Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out its obligations hereunder and thereunder which it is a party and to consummate 52 the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option other Transaction Agreements by each of Parent and to which Acquisition Sub is a party and the consummation by each of Parent and Sub of the transactions contemplated hereby Transactions have been duly and validly authorized and adopted by the Board board of Directors directors of each of Parent and Acquisition Sub and by Parent Holdings as the sole stockholder of Acquisition Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Sub are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has and the other Transaction Agreements to which Parent, Holdings or Acquisition Sub, as the case may be, is a party have been duly and validly executed and delivered by each of Parent Parent, Holdings and Sub Acquisition Sub, as the case may be, and constitutes constitute, assuming the due authorization, execution and delivery hereof and thereof by the Company and any subsidiary of the Company that is a valid party thereto, valid, legal and binding agreement agreements of each of Parent Parent, Holdings and Acquisition Sub, as the case may be, enforceable against each of Parent Parent, Holdings and Sub Acquisition Sub, as the case may be, in accordance with its their terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' ’ rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent Founder Voting Agreement and Company dated as of October 17the Founder Non-Competition Agreement (collectively, 1996 (the "Stock Option AgreementsTRANSACTION AGREEMENTS"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery of this Agreement and each performance of the Stock Option Transaction Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby thereby have been duly authorized and validly authorized, approved and declared advisable by the Board Boards of Directors of each of Parent and Sub Merger Sub, and approved by Parent as Luxottica U.S. Holdings Corp., a Delaware corporation and the sole stockholder shareholder of SubMerger Sub (the "SOLE SHAREHOLDER"), and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or approve the Transaction Agreements or to consummate the transactions contemplated herebythereby (other than, with respect to the Merger, the filing of the Articles of Merger or other instruments as required by the WBCA). This Agreement Each of the Transaction Agreements has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery by the Company, constitutes a legally valid and binding agreement obligation of each of Parent and Merger Sub, enforceable against each of Parent and Sub them in accordance with its terms, subject to except that such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now affecting or hereafter in effect relating to the enforcement of creditors' rights generally or to generally, (ii) general principles of equityequity and (iii) the remedies of specific performance and injunctive relief and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Sub has the corporate Merger Subs have all necessary power and authority to enter into execute and deliver this AgreementAgreement and, subject to Parent’s adoption of this Agreement (as the Stock Option Agreements between Parent and Company dated as sole stockholder of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Merger Sub I and the stockholders listed therein (sole equityholder of Merger Sub II) after the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17execution hereof, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Sub Merger Subs and the consummation by each of Parent and Sub Merger Subs of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate or company action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or company proceedings on the part of either Parent or Sub Merger Subs are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, Parent’s adoption of this Agreement (as the sole stockholder of Merger Sub I and the sole equityholder of Merger Sub II) after the execution hereof and (b) the filing of the Merger Certificates with the Secretary of State of the State of Delaware in accordance with the DGCL and the Laws of the State of Delaware). This Agreement has been duly and validly executed and delivered by each of Parent and Sub Merger Subs and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement of each obligation of Parent and Subor Merger Subs, enforceable against each of Parent and Sub or Merger Subs in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Amalgamation Sub has the all requisite corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Amalgamation Sub and the consummation by each Parent and Amalgamation Sub of the Transactions have been duly and validly authorized by all necessary corporate actions by the respective directors of Parent and Sub of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Amalgamation Sub, and, except for promptly following the approval execution of Parent's stockholders to be sought at this Agreement, Parent will approve and adopt this Agreement and the stockholders' meeting contemplated by Section 7.4(b) hereofTransactions (including the Amalgamation), in its capacity as sole shareholder of Amalgamation Sub, and, and no other corporate action or proceedings on the part of either Parent or Amalgamation Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than the filings, notifications and other obligations and actions described in Section 5.03(b) and the filing with the Registrar to register the Amalgamation pursuant to the Bermuda Companies Act). This Agreement has been duly and validly executed and delivered by each of Parent and Amalgamation Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Amalgamation Sub, enforceable against each of Parent and Sub them in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Bankruptcy and Equity Exception.

Authority Relative to this Agreement. Each of Parent and Sub has the corporate requisite partnership or corporate, as applicable, power and authority to enter into this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and each of the Stock Option Agreements by each of Parent and Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby have been duly authorized and validly approved by the Board of Directors of each of Parent and Sub all necessary partnership or corporate action, as applicable, and by Parent in its capacity as the sole stockholder shareholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either Parent or Sub or Sub's shareholders are necessary to authorize the execution, delivery and performance of this Agreement or by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby. Notwithstanding the foregoing, further action may be necessary to authorize the issuance of shares of Sub Preferred Stock pursuant to the Preferred Stock Commitment Letters (as defined in Section 4.07) and to authorize the definitive agreements and documents relating to the Sub Preferred Stock (the "Definitive Preferred Stock Agreements") and the Definitive Debt Financing Agreements (as defined in Section 6.14(a)) and the transactions contemplated thereby and any such necessary action shall be taken prior to the Closing. This Agreement has been duly and validly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Sub, Sub enforceable against each of Parent and Sub in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or to general principles of equityat law).

Authority Relative to this Agreement. Each of Parent TortoiseCorp, and Merger Sub has the corporate have all necessary power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent TortoiseCorp and Merger Sub and the consummation by each of Parent TortoiseCorp and Merger Sub of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent TortoiseCorp or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than (a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of TortoiseCorp Common Stock and by the holders of a majority of the then outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of TortoiseCorp Class A Common Stock and the amendment and restatement of the TortoiseCorp Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of TortoiseCorp Common Stock). This Agreement has been duly and validly executed and delivered by each of Parent TortoiseCorp and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and TortoiseCorp or Merger Sub, enforceable against each of Parent and TortoiseCorp or Merger Sub in accordance with its terms, terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the all necessary corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement and the Plan of Merger or to consummate the transactions contemplated herebyTransactions (other than the filings, notifications and other obligations and actions described in Section 4.04(b)). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcythe Bankruptcy and Equity Exception. Each of the board of directors of Parent and Merger Sub and Parent as the sole shareholder of Merger Sub have duly and validly approved by resolution and authorized the execution, insolvencydelivery and performance of this Agreement and the consummation of the Transactions by Parent and Merger Sub, reorganizationas the case may be, moratorium or similar laws now or hereafter in and taken all such actions as may be required to be taken by the board of directors of Parent and Merger Sub, and Parent as the sole shareholder of Merger Sub to effect relating to creditors' rights generally or to general principles of equitythe Transactions.

Authority Relative to this Agreement. Each of Parent and Merger Sub ------------------------------------ has the all necessary corporate power and authority to enter into execute and deliver this Agreement, Agreement and the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Agreements Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Merger Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other -30 corporate action or proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement and the Stock Option Agreement, or to consummate the transactions so contemplated. The Board of Directors of Parent has, as of the date this Agreement, approved this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby, and no further corporate action is required on the part of Parent to authorize this Agreement or the Stock Option Agreement or the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute legal and binding obligations of Parent and Sub and constitutes a valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, except as enforceability may be subject to and limited by laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganization, moratorium and rules of law governing specific performance injunctive relief or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equityother equitable remedies.

Authority Relative to this Agreement. Each of Parent and Merger Sub has the full corporate power and authority to enter into execute and deliver this Agreement, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent Agreement and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Ancillary Agreements between Parent and the Stockholders listed therein dated as of October 17to which it is a party, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub of this Agreement and the consummation Ancillary Agreements to which it is a party, and the performance by each of Parent and Merger Sub of the transactions contemplated hereby its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action by the Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Merger Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, and no other corporate action or proceedings on the part of either of Parent or and Merger Sub are necessary to authorize this Agreement or the transactions contemplated herebyis necessary. This Agreement has and the Ancillary Agreements to which each of Parent and Merger Sub is a party have been or will be, as applicable, duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof (and in the case of the Ancillary Agreements to which Parent or Merger Sub is a party thereof) by the Company and/or the other parties thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of each obligation of Parent and Sub, or Merger Sub enforceable against each of Parent and or Merger Sub in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and each Merger Sub has the all necessary corporate or similar power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is (or is specified to be) a party, the Stock Option Agreements between Parent and Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement, the Stock Option Agreements and the Registration Rights Agreements, the "Transaction Documents") and to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Stock Option Agreements Ancillary Agreement to which it is (or is specified to be) a party by each of Parent and each Merger Sub and the consummation by each of Parent and each Merger Sub of the transactions contemplated hereby Transactions, have been duly and validly authorized by the Board of Directors of each of Parent all necessary corporate or similar organizational action, and Sub and by Parent as the sole stockholder of Sub, and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or similar organizational proceedings on the part of either Parent or each Merger Sub are necessary to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated herebyTransactions (other than (a) the Parent Holder Approval and the approval and adoption of this Agreement by Parent, as the sole stockholder of Merger Sub I and as the sole member of Merger Sub II, which approval and adoption by Parent as the sole stockholder of Merger Sub I and as the sole member of Merger Sub II will occur immediately following the execution of this Agreement by each Merger Sub, and (b) the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and each Ancillary Agreement to which Parent or each Merger Sub is (or is specified to be) a party has been or will be (upon execution and delivery) duly and validly executed and delivered by each of Parent and each Merger Sub and, assuming due authorization, execution and delivery by the Company or any other party thereto, constitutes a legal, valid and binding agreement of each obligation of Parent and or each Merger Sub, enforceable against Parent or each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equitythe Remedies Exceptions.