Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the MergerMergers, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoAcquiror, First Merger Sub and Second Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Mergers, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger Mergers or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to Agreement and perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than, than with respect to the Merger, the approval and adoption of this Agreement and the Merger by the affirmative vote of holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and Stock (the "Company Stockholders' Approval") entitled to vote on the extent required by applicable lawmatter (the "Company Stockholders' Vote"), and the filing and recordation of appropriate merger documents the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements Merger and the Transactions other transactions contemplated herein and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactions. The execution and delivery transactions contemplated hereby (subject to the approval of this Agreement the Merger by the Company affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, than the approval and adoption of this Agreement the Merger by the affirmative vote of the holders of a majority of the then-outstanding shares votes entitled to be cast by the holders of Company Class A Common Stock, if and to Shares in accordance with the extent required by applicable law, DGCL and the filing and recordation Company's Certificate of appropriate merger documents as required by the DGCLIncorporation). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation agreement of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, insolvency (includinginsolvency, without limitation, all reorganization and other laws of general applicability relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ , rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common StockShares, if and to the extent required by applicable lawLaw, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, subject . Prior to the effect execution of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements Board has taken all action necessary to exempt under or make not subject to the provisions of Section 203 of the DGCL or any provision of the Certificate of Incorporation and the By-Laws of the Company that would require any corporate approval other than that otherwise required by the DGCL: (i) the execution of this Agreement, (ii) the Offer, (iii) the Merger and (iv) the other transactions contemplated by this Agreement. Prior to the execution of this Agreement, the Board has unanimously approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby (subject with respect to the Merger to approval of the Merger and this Agreement by the holders of a majority of the votes represented by the Shares). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the part affirmative vote of no fewer than 4/5ths of the duly elected, qualified and acting members of the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated, other than (other than, with respect to the Merger, ) the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stockvotes represented by the Shares, if and to the extent required by applicable lawvoting together as one class, and no separate vote of the filing and recordation of appropriate merger documents as Preferred Shares will be required by the DGCL)for such approval. This Agreement has been duly and validly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Acquisition Sub, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or moratorium, and other similar laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsgenerally.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the TransactionsMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, with respect to the Merger, the approval and adoption of this Agreement and the Merger by the holders of a majority of the then-outstanding shares of Shares, (“Company Class A Common Stock, if and to the extent required by applicable lawStockholder Approval”), and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has unanimously approved this Agreement, the Voting Agreements Agreement and the Transactions Merger and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the TransactionsMerger. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval (a) The Company and adoption of this Agreement by the Company’s stockholders, the Company has Sub have all necessary corporate power and authority to execute and deliver this Agreement, to perform its their respective obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and Company Sub and the consummation by the Company and Company Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or the Company Sub (including on the part of the shareholders of the Company or the stockholders of Company Sub) are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Reorganization Merger, the approval and adoption of this Agreement by the holders of a majority of the then-then outstanding shares of Company Class A Common Stock, if and and, with respect to the extent required by applicable lawMergers, and the filing and recordation of appropriate merger documents for the Mergers as required by the CGCL and DGCL, as applicable). This Agreement has been duly and validly executed and delivered by the Company and Company Sub and, assuming the due authorization, execution and delivery by the other parties heretoMerger Sub, constitutes a legal, valid and binding obligation of the CompanyCompany and Company Sub, enforceable against the Company each in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting relating to creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions (including, without limitation, the Merger) contemplated herein to be consummated by the Company. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions such transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions such transactions (other than, with respect to than the Merger, the approval and adoption of this Agreement by the holders of a majority requisite affirmative vote of the then-outstanding shares stockholders of the Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery by the other parties heretoFiat, New Holland and Merger Sub) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (includinginsolvency, without limitationmoratorium, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or similar laws affecting creditors’ the rights of creditors generally and subject to the effect availability of general principles of equity (regardless of whether considered in a proceeding at law or in equity)equitable remedies. The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient taken all appropriate actions so that the restrictions on business combinations set forth contained in Section 203(a) 203 of the DGCL shall will not apply with respect to the Merger or any as a result of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Requisite Approval, to consummate the Transactions. The execution and delivery by the Company of this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to than the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLRequisite Approval). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company Company, and, assuming the due authorization, execution and delivery by the other party or parties heretothereto (other than PubCo), constitutes (or will then constitute) a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws and other Laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement, and, subject to obtaining the Company Stockholders' Approval (as defined in Section 7.3(b)), to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyCompany (other than obtaining the Company Stockholders' Approval), including the unanimous approval of the Board of Directors of the Company which has unanimously resolved to recommend the approval of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize this Agreement or to consummate the Transactions (other thanexecution, with respect to the Merger, the approval delivery and adoption performance of this Agreement by the holders of a majority Company and the consummation by the Company of the then-outstanding shares of transactions contemplated hereby, other than obtaining the Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Stockholders' Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawthe DGCL, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoNewco, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject . The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby (including but not limited to the effect Debt Offer and the Merger) so as to render inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (or any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equityprovision). The Board of Directors of the Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions and such approvals are sufficient transactions contemplated thereby so that as to render inapplicable thereto the restrictions limitation on business combinations set forth contained in Section 203(a) 203 of the DGCL shall not apply (or any similar provision). As a result of the foregoing actions, the only vote required to authorize the Merger or any is the affirmative vote of a majority of the Transactions. To the knowledge outstanding shares of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsCompany Common Stock.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject in the case of consummation of the Merger to obtaining the Company Stockholder Approval (as defined in Section 5.02), to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, than the approval of the Merger and the adoption of this Agreement by the holders of a majority of Company's stockholders in accordance with the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, DGCL and the filing and recordation recording of appropriate merger documents consistent with this Agreement as required by the DGCL). As of the date hereof, the Board of Directors of the Company has declared that it is advisable and in the best interests of the Company's stockholders for the Company to enter into this Agreement and 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 the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub of this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval Each of Parent and adoption of this Agreement by the Company’s stockholders, the Company Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized authorized, approved and declared advisable by all necessary corporate action on the part Boards of Directors of Parent and Merger Sub, and approved by Luxottica U.S. Holdings Corp., a Delaware corporation and the Companysole stockholder of Merger Sub ("Luxottica U.S. Holdings"), and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize or approve this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority filing of the then-outstanding shares Certificate of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents Merger or other instruments as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, legally valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of them in accordance with its terms, subject to the effect of any applicable except that such enforceability (i) may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to the Requisite Stockholder Vote, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders affirmative vote of (i) a majority of the thenoutstanding Company Shares entitled to vote thereon and (ii) 66-2/3% of the outstanding shares of Company Class A Common Stock, if Shares entitled to vote thereon excluding the Parent Shares and the Company Shares subject to the extent required by applicable law, Purchase Agreement (the "REQUISITE STOCKHOLDER VOTE") and the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and and, subject to receiving the Requisite Approval, to consummate the Transactions. The execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the other Transaction Documents to which it is or will be a party, or to consummate the Transactions (other than, (a) with respect to the MergerCompany Merger and the Conversion, the approval and adoption of this Agreement by Requisite Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and (b) the filing and recordation of appropriate merger documents as required by the DGCL). This Each of this Agreement and the other Transaction Documents to which the Company is or will be a party has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoSPAC and Merger Sub, constitutes constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Company Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Company Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery by the Company of this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other party or parties heretothereto, constitutes (or will then constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are Approval is sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoNovus and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoGigCapital5 and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of transactions contemplated by this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms and conditions. The Principal Shareholders and the Principal Shareholder Affiliates have approved the Merger and this Agreement and have executed and delivered the Shareholder Written Consent evidencing such approval, subject and the consent of the Principal Shareholders and the Principal Shareholder Affiliates pursuant to the effect of any Shareholder Written Consent is sufficient to approve the Merger and this Agreement in accordance with applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements Law and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) Organizational Documents of the DGCL shall not apply Company except for the consent of Penfund to the Merger or any of pursuant to the Transactions. To the knowledge of Shareholders’ and Warrantholders’ Agreement with the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company, Company (the "Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions so contemplated, other than, with respect to issuance to Purchaser of the MergerAdditional Shares in accordance with the terms of this Agreement, the stockholder approval and adoption of this Agreement by specified in Section 5.4.1. The Board has approved the holders of a majority transactions contemplated hereby so as to render inapplicable to such transactions, including, without limitation, the issuance to Purchaser of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Initial Shares and the filing Additional Shares, the restrictions contained in Section A of Article Eighth of the Certificate of Incorporation of the Company and recordation the restrictions contained in Section 203 of appropriate merger documents as required by the DGCL)Delaware General Corporation Law. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms and the other agreements and instruments to be executed, delivered and performed by the Company in connection with the transactions contemplated hereby will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to . Upon the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreementissuance thereof, the Voting Agreements Initial Shares and the Transactions Additional Shares shall have been duly authorized and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) validly issued, and will be fully paid, nonassessable and free of the DGCL shall not apply to the Merger or all Liens, other than any created by Purchaser, and free of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsall preemptive and rescission rights.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and under this Agreement and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCLNRS). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoRxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth of NRS 78.378-3793, inclusive, NRS 78.411-444, inclusive, or any other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in Section 203(a) of the DGCL shall Company Organizational Documents is not apply applicable to the Merger Merger, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge Knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoDCRB and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement Holdings as the Company’s sole stockholder (as contemplated by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Section 8.02(c)) and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoPensare and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 262 of the DGCL shall not apply to the Merger or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionstransactions contemplated by this Agreement.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company has all ------------------------------------ necessary corporate power and authority to execute and deliver this Agreement, Agreement and to execute and deliver the Stock Option Agreement and the other agreements contemplated hereby (the "Company Ancillary Agreements") and to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the stockholders of Company in accordance with Delaware Law and the Company Charter Documents, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the Company Ancillary Agreements by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, the Company Ancillary Agreements or to consummate the Transactions transactions contemplated hereby and thereby (other than, with respect to than the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares stockholders of Company Class A Common Stock, if and to the extent required by applicable law, in accordance with Delaware Law and the filing and recordation of appropriate merger documents as required by the DGCLCompany Charter Documents). This Agreement has and the Company Ancillary Agreements have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitute the other parties hereto, constitutes a legal, valid legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to the effect of general principles application affecting the enforcement of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements creditors' rights and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) exercise by courts of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsequitable powers.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other thanTransactions, with respect to subject to, in the case of the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoAthena and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions contemplated hereby, other than, with respect to the Merger, than the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and Stock entitled to vote in accordance with the extent required by applicable law, New Hampshire Law and the filing Company Articles and recordation the Company By-Laws (the "Requisite Company Vote"). The Requisite Company Vote is the only vote of appropriate merger documents as required by the DGCL)holders of any class or series of the Company's capital stock necessary (under the Company Articles and the Company By-Laws, the New Hampshire Law, other applicable law or otherwise) to approve this Agreement and the Merger. The Board has adopted this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Acquisition Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated herein to be consummated by the Company. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions such transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or to consummate the Transactions such transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders affirmative vote of a majority of the then-outstanding shares of Company Class A Common Stock, if Stock entitled to vote thereon). The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the extent required by applicable law, and the filing and recordation Company's stockholders for approval at a meeting of appropriate merger documents as required by the DGCL)such stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient taken all appropriate actions so that the restrictions on business combinations set forth contained in Section 203(a) 203 of the DGCL shall will not apply with respect to or as a result of the Merger or without any further action on the part of the Transactionsstockholders or the Board of Directors of the Company. To the knowledge of the Company's knowledge, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary ------------------------------------ corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company, Company (the "Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions so contemplated, other than, with respect to issuance to Purchaser of the MergerAdditional Shares in accordance with the terms of this Agreement, the stockholder approval and adoption of this Agreement by specified in Section 5.4.1. The Board has approved the holders of a majority transactions contemplated hereby so as to render inapplicable to such transactions, including, without limitation, the issuance to Purchaser of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Initial Shares and the filing Additional Shares, the restrictions contained in Section A of Article Eighth of the Certificate of Incorporation of the Company and recordation the restrictions contained in Section 203 of appropriate merger documents as required by the DGCL)Delaware General Corporation Law. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms and the other agreements and instruments to be executed, delivered and performed by the Company in connection with the transactions contemplated hereby will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to . Upon the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreementissuance thereof, the Voting Agreements Initial Shares and the Transactions Additional Shares shall have been duly authorized and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) validly issued, and will be fully paid, nonassessable and free of the DGCL shall not apply to the Merger or all Liens, other than any created by Purchaser, and free of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsall preemptive and rescission rights.

Authority Relative to this Agreement. Subject to Each of the approval Buyer and adoption of this Agreement by the Company’s stockholders, the Company has Newco have all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by each of the Company Buyer and Newco and the consummation by the Company each of the Transactions Buyer and Newco of the Transactions, have been duly and validly authorized by all necessary corporate action on the part of the Companyor limited liability company action, and no other corporate proceedings on the part of the Company Buyer or Newco are necessary to authorize this Agreement or to consummate the Transactions (other than, than (a) with respect to the Merger, (i) the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A the Buyer Common Stock, if and to by the extent required Buyer, as the sole stockholder of Newco, either at a duly convened meeting of the sole stockholder of Newco or by applicable lawwritten consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCLLLC Act, and (b) with respect to the issuance of the Buyer Common Stock pursuant to this Agreement, the approval of a majority of the then-outstanding shares of the Buyer Class A Common Stock and Sponsor Shares, voting together as a single class). This Agreement has been duly and validly executed and delivered by the Company Buyer and Newco and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of the CompanyBuyer or Newco, enforceable against the Company Buyer or Newco in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsRemedies Exceptions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than, than with respect to the Merger, the approval and adoption of this Agreement and the Merger by the holders affirmative vote of a majority of the then-voting power of the then outstanding shares of Company Class A Common Stock, if and Shares entitled to vote on the extent required by applicable lawmatter (the "Company Stockholders' Vote")), and the filing and recordation of appropriate merger documents the Certificate of Merger with the Secretary of State of Delaware as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the approval of the Company's stockholders described in the next sentence, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders affirmative vote of a majority of the then-voting power of the then outstanding shares of Company Class A Common Stock, if and Shares entitled to vote on the extent required by applicable lawmatter (the "Company Stockholders' Vote"), and the filing and recordation of appropriate merger documents the Certificate of Merger with the Secretary of State of Delaware as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsprinciples.

Authority Relative to this Agreement. Subject to The Buyer has the approval and adoption of this Agreement by the Company’s stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Undertaking and Indemnity Agreement and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by and the Company Undertaking and Indemnity Agreement and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company, Buyer and no other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby except for authorization by the Shareholder's Committee of Xxxxxx KGaA, Buyer's parent corporation (other than, with respect to the Merger, the approval and adoption of "Henkel"). Buyer shall present this Agreement by the holders of a majority to solicit Shareholder's Committee approval as expeditiously as possible but in no event later than June 29, 2000. Upon approval of the then-outstanding shares of Company Class A Common StockShareholder's Committee approval, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This this Agreement has will have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution Buyer and delivery by the other parties hereto, constitutes shall constitute a legal, valid and binding obligation agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this AgreementUndertaking and Indemnity Agreement will be, upon the Voting Agreements due and the Transactions valid execution and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) delivery thereof, a valid and binding agreement of the DGCL shall not apply to Buyer, enforceable against the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsBuyer in accordance with its terms.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery by the Company of this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other party or parties heretothereto, constitutes (or will then constitute) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are Approval is sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and the other agreements contemplated hereby (the “Company Ancillary Agreements”) and to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the stockholders of Company in accordance with the TBCA and the Company Charter Documents, to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Company Ancillary Agreements by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, the Company Ancillary Agreements or to consummate the Transactions (other than, with respect to the Merger, the approval transactions contemplated hereby and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has and the Company Ancillary Agreements have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitute the other parties hereto, constitutes a legal, valid legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws of general application affecting the enforcement of creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) exercise by courts of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsequitable powers.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority authority, subject to the adoption of this Agreement by the holders of at least a majority of the outstanding Company Common Shares (voting together as one class) entitled to vote in accordance with the DGCL and the Company's Certificate of Incorporation and Bylaws, to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Companyand, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (transactions so contemplated, other than, with respect to than the Merger, the approval and adoption of this Agreement by the holders of at least a majority of the then-outstanding shares Company Common Shares (voting together as one class) entitled to vote in accordance with the DGCL and the Company's Certificate of Company Class A Common StockIncorporation and Bylaws. As of the date of this Agreement, if the Board has determined that the Merger and the transactions contemplated thereby, upon the terms and subject to the extent required by applicable lawconditions of this Agreement, are fair to and in the filing best interests of the Company and recordation of appropriate merger documents as required by the DGCL)its stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoAcquiror, and adoption of the Agreement by the requisite vote of the stockholders of the Company, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the RECOMMENDATION. The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to than the Merger, the adoption and approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company the Class A Common StockStock voting as a class, if and to by the extent required by applicable lawholders of a majority of the outstanding shares of the Class B Common Stock voting as a class, and the filing and recordation of appropriate merger documents as required by the DGCLholders of a majority of the outstanding shares of the Company Common Stock entitled to vote in accordance with the Delaware Law and the Company's Certificate of Incorporation and Bylaws). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoDHI, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved has, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement, the Voting Agreements Agreement and the Transactions Merger in accordance with the Delaware Law and such approvals the Company's certificate of incorporation and by-laws, (ii) determining that this Agreement and the Merger are sufficient so that fair to and in the restrictions on business combinations set forth in Section 203(a) best interests of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge stockholders of the Company, no other state takeover statute is applicable to (iii) determining that the Merger or the other Transactions.consideration to

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company or its applicable Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate each of the TransactionsGastrodiagnostic Business Distribution, the Second Spin and Distribution and the Company Reorganization and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company or its applicable Subsidiary of the Transactions Gastronomic Business Distribution, the Second Spin and Distribution, the Company Reorganization and the Merger have been duly and validly authorized by all necessary corporate action on the part of the CompanyCompany or such Subsidiary, and no other corporate proceedings on the part of the Company or such Subsidiary are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Capital Stock (“Company Securityholder Approval”) and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to laws of general application relating to the effect of any applicable public policy, bankruptcy, insolvency (includingand relief of debtors and rules of law governing specific performance, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally injunctive relief and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity)other equitable remedies. The Board of the Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoTortoiseCorp and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoSpartan and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated herein to be consummated by the Company. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions such transactions have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or to consummate the Transactions such transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders affirmative vote of a majority of the then-outstanding shares of Company Class A Common Stock, if Stock entitled to vote thereon). The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the extent required by applicable law, and the filing and recordation 12 Company's stockholders for approval at a meeting of appropriate merger documents as required by the DGCL)such stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient taken all appropriate actions so that the restrictions on business combinations set forth contained in Section 203(a) 203 of the DGCL shall will not apply with respect to or as a result of the Merger or without any further action on the part of the Transactionsstockholders or the Board of Directors of the Company. To the knowledge of the Company's knowledge, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Requisite Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Requisite Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoSwitchback and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Requisite Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Requisite Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoAcquiror and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoVectoIQ and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, the Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to than the Merger, the approval and adoption of this Agreement by the holders of a majority of Company's stockholders in accordance with the then-outstanding shares of Company Class A Common Stock, if DGCL and to the extent required by applicable law, Company's Charter Documents and the filing and recordation of the appropriate merger documents as required by with respect to the Merger in accordance with the DGCL). As of the date of this Agreement, the Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's stockholders for the Company to enter into this Agreement and to consummate the Offer and the Merger upon the terms and subject to the conditions of this Agreement and has adopted resolutions so that Section 203 of the DGCL is not applicable to the Offer, the Merger or the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoBYOWC, Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to the adoption of this Agreement by the stockholders of Company, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other thantransactions so contemplated, subject to, with respect to the Merger, the approval and adoption of this Agreement by Company’s stockholders in accordance with Delaware Law and the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Charter Documents and the filing and recordation of appropriate merger documents the Certificate of Merger as required by Delaware Law. As of the DGCL)date of this Agreement, the Board of Directors of Company has unanimously approved and declared advisable this Agreement and the Merger and has recommended that Company’s stockholders adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate organizational power and authority to execute and deliver this AgreementAgreement and any other Transaction Documents to which it is a party thereto, to perform its obligations hereunder and thereunder and, subject to receiving the Requisite Nerdy Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyorganizational action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other thanthan the Requisite Nerdy Approval, with respect to which the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCLDLLCA). The Supporting Equity Holders comprise the necessary number of the Company Holders and Blocker Holders to constitute Requisite Nerdy Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Pace, the other parties heretoBlockers and Company Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and each other agreement contemplated hereby, to perform its obligations hereunder and thereunder and, subject to obtaining the Requisite Shareholder Approval, to consummate the TransactionsMerger. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its holders of Common Shares are necessary to authorize the execution, delivery or performance of this Agreement or any other agreement contemplated hereby or to consummate the Transactions transactions contemplated hereby or thereby (other than, with respect to consummation of the Merger, (i) obtaining the approval Requisite Shareholder Approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the (ii) filing and recordation of recording appropriate merger documents as required by the DGCLOGCL and the DLLCA). This Agreement and each other agreement contemplated hereby has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, including all laws Laws relating to fraudulent transfers), reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equitycollectively, the “Equitable Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions transactions contemplated hereby and such approvals are sufficient so that the no restrictions on business combinations set forth in Section 203(a) of the DGCL shall not OGCL apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, and subject to obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares requisite number of Company Class A Common Stock, if Company Series A Preferred Stock, Company Series B Preferred Stock and to the extent required by applicable lawCompany Series Preferred C Stock, voting as separate series, and the filing and recordation of appropriate merger documents as required by the DGCLURBCA). This Agreement has been duly and validly executed and delivered by the Company andCompany, and assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (includingreorganization, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or similar laws affecting creditors’ ' rights generally and subject subject, as to the effect of enforceability, to general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company, the approval, recommendation for approval and declaration of advisability by the Board of Directors of the Company of this Agreement and the Merger, and the consummation by the Company of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or the Board of Directors of the Company are necessary to authorize this Agreement, approve, recommend for approval and declare the advisability of this Agreement and the Merger or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement and the Merger by the holders of a majority of the then-then outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Stock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary ------------------------------------ corporate power and authority to execute and deliver this Agreement, Agreement and the Stock Option Agreement and to perform its obligations hereunder and thereunder and, subject to obtaining the approval of the stockholders of the Company of the Merger, to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Stock Option Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Merger, the approval and adoption of this Agreement and the approval of the Merger by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, Stock in accordance with Delaware Law and the filing Company's Certificate of Incorporation and recordation of appropriate merger documents as required by the DGCLBylaws). This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid constitute legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as enforceability may be subject to the effect and limited by laws of any applicable general application relating to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions relief of debtors, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) rules of the DGCL shall not apply to the Merger law governing specific performance, injunctive relief or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsequitable remedies.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Board of Directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or to consummate the Transactions consummation by the Company of the transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement and the Merger by the holders of a majority stockholders of the then-outstanding shares of Company Class A Common StockCompany, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL). Assuming the accuracy of the representation and warranty made by Parent and Sub in Section 5.08(a) hereof, Section 203 of the DGCL will not be applicable to the consummation of any of the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoeach of Parent and Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable (i) bankruptcy, insolvency (including, without limitation, all and moratorium laws relating to fraudulent transfers), reorganization, moratorium or similar and the laws affecting creditors’ ' rights generally and subject to (ii) the effect discretionary nature of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionsequitable remedies.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Requisite Company Shareholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have has been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are is necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the MergerMergers, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Requisite Company Class A Common Stock, if and to the extent required by applicable law, Shareholder Approval and the filing and recordation of appropriate merger documents as required by the DGCLCompanies Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoSPAC, Holdings and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL Companies Act shall not apply to the Merger Mergers, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger Mergers or the other Transactions.

Authority Relative to this Agreement. Subject to the approval and adoption of this Agreement by the Company’s stockholders, the The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Companyaction, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the approval and adoption of this Agreement by Company Stockholder Approval, which the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable lawWritten Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties heretoGigCapital2 and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). The Company Board has approved this Agreement, the Voting Agreements Agreement and the Transactions Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) 203 of the DGCL shall not apply to the Merger Merger, this Agreement, the Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval The Company and adoption of this Agreement by the Company’s stockholders, the Company each Stockholder that is a trust has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the TransactionsMerger. Each Individual Stockholder has full right and capacity to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and each Stockholder that is a trust, the performance by each such Stockholder of his obligations hereunder and the consummation by the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action on the part of the Company, Company and such Stockholder and no other corporate proceedings on the part of the Company or such Stockholder are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, with respect to the Merger, than the approval and adoption of this Agreement by the holders of a majority of the then-then outstanding shares of Company Class A Voting Common Stock, Stock if and to the extent required by applicable lawLaw, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and each Stockholder and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a constitute legal, valid and binding obligation obligations of the CompanyCompany and each Stockholder, enforceable against the Company and each Stockholder in accordance with its terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting creditors’ rights generally and subject to the effect of general principles application affecting the enforcement of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactionscreditors' rights generally.