Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. Seller has the corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller Buyer has the corporate limited liability company power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate limited liability company actions or proceedings to be taken by or on the part of Seller Buyer to authorize and permit the due execution and valid delivery by Seller Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Seller Buyer of its obligations hereunder and thereunder, and the consummation by Seller Buyer of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required ConsentsSeller, constitutes the valid and legally binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller Buyer is a party has been duly executed and delivered by SellerBuyer, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consentsthereto, such Related Agreement will constitute the valid and legally binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller has the all corporate power and authority necessary to execute and deliver this Agreement deliver, and the Related Agreements to which it is a party perform its obligations under, and, subject to receipt the satisfaction of the Seller Required Consentsclosing conditions, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. All corporate actions or proceedings to be taken by or on the part of Seller to authorize The execution, delivery and permit the due execution and valid delivery by Seller performance of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the board of directors of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller andSeller, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the a valid and legally binding obligation agreement of Seller, enforceable against Seller in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity. At the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement of the Ancillary Agreements to which Seller is contemplated to be a party has been will be duly and validly executed and delivered by Seller, assuming the due authorization, execution Seller and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the a valid and legally binding obligation agreement of Seller, enforceable against Seller in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller Acquiror and MergerSub each has the ---------------------------- all requisite corporate power and authority to execute and deliver enter into this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings hereby, subject, in the case of consummation of the Merger, to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller approval of this Agreement and the Related Agreements to which it is a party, Merger by the performance sole stockholder of MergerSub and the approval of the Merger and the issuance of the shares of Acquiror Common Stock in the Merger by Seller Acquiror's stockholders. The execution and delivery of its obligations hereunder and thereunder, this Agreement and the consummation by Seller Acquiror and MergerSub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquiror and properly takenMergerSub, subject only to the approval of this Agreement and the Merger by the sole stockholder of MergerSub and the approval of the Merger and the issuance of the shares of Acquiror Common Stock in the Merger by Acquiror's stockholders, and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority of the shares of Acquiror Common Stock, voting at the Acquiror Stockholders' Meeting (as defined in Section 2.25), is the only vote of the holders of any of Acquiror's capital stock necessary to approve the issuance of the shares of Acquiror Common Stock in the Merger, the increase in the number of shares of Acquiror Common Stock reserved for issuance under Acquiror's stock option plans and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller Acquiror and MergerSub and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required ConsentsTarget, constitutes the valid and legally binding obligation of Seller, Acquiror and MergerSub enforceable against Seller Acquiror and MergerSub in accordance with its terms and conditionsterms, subject to applicable except as enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratoriummoratorium and similar laws, fraudulent conveyance both state and federal, affecting the enforcement of creditors' rights or other similar Laws relating remedies in general as from time to creditors’ rights generally and general principles time in effect or (b) the exercise by courts of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawpowers.

Authority and Enforceability. Seller Buyer has the corporate limited liability company power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate limited liability company actions or proceedings to be taken by or on the part of Seller Buyer to authorize and permit the due execution and valid delivery by Seller Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Seller Buyer of its obligations hereunder and thereunder, and the consummation by Seller Buyer of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Seller Xxxxx and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required ConsentsSeller, constitutes the valid and legally binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller Xxxxx is a party has been duly executed and delivered by SellerXxxxx, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consentsthereto, such Related Agreement will constitute the valid and legally binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller has the corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer Xxxxx and receipt of the Seller Required Consents, constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller (a) The Company has the all necessary corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject and each certificate and other instrument required hereby to receipt of be executed and delivered by the Seller Required Consents, Company pursuant hereto and to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken The execution, delivery and performance by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller Company of this Agreement and Agreement, the Related Agreements to which it the Company is a party and each certificate and other instrument required to be executed and delivered by the Company pursuant hereto and the consummation by the Company of the Acquisition and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company. The Board of Directors of the Company has unanimously approved this Agreement, the Related Agreements to which the Company is a party, the performance by Seller of its obligations hereunder and thereunder, Acquisition and the consummation by Seller of the other transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly and, other than the Shareholder Consent, no other corporate proceedings on the part of the Company or the Company Shareholders are necessary to authorize this Agreement, the Related Agreements to which the Company is a party or any certificate or other instrument required to be executed and delivered by Seller the Company pursuant hereto or to consummate the Acquisition or any other transactions contemplated hereby or thereby. None of such actions by the Board of Directors of the Company have been amended, rescinded or modified. This Agreement, the Related Agreements to which the Company is a party and each certificate and other instrument required to be executed and delivered by the Company pursuant hereto has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer Buyer, the Company Shareholders, the Escrow Agent (if applicable) the Representative, and receipt of the Seller Required Consentseach other party thereto, constitutes the a legal, valid and legally binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms and conditionstheir respective terms, subject to applicable bankruptcy, insolvency, reorganizationreorganization or similar laws of general application affecting the rights and remedies of creditors, moratorium, fraudulent conveyance or other similar Laws relating and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawprinciples.

Authority and Enforceability. Such Seller has the corporate requisite power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject to receipt Instrument of the Seller Required ConsentsAssignment, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby. All corporate actions or proceedings to be taken performance by or on the part of Seller to authorize and permit the due execution and valid delivery by such Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller Instrument of its obligations hereunder and thereunderAssignment, and the consummation by such Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary action on the part of such Seller, and properly takenno other action is necessary on the part of such Seller to authorize this Agreement or the Instrument of Assignment or to consummate the transactions contemplated hereby or thereby. This Agreement has been (and at Closing, the Instrument of Assignment will have been) duly executed and delivered by such Seller and, assuming the due authorization, execution and delivery by Buyer each other Party hereto, this Agreement constitutes (and receipt at Closing, the Instrument of the Seller Required ConsentsAssignment will constitute) a legal, constitutes the valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with its terms and conditionsterms, subject to applicable except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw. When each Related Agreement to which Seller Highstar Capital Fund II, L.P. also represents and warrants that the Power of Attorney is a party has been duly executed and delivered by Sellerlegal, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding and has not been revoked and remains in full force and effect and provides Highstar Capital XX XX, L.P. with sufficient authority to execute and deliver this Agreement, and the Instrument of Assignment, and to consummate the transactions contemplated hereby and thereby, in each case on behalf of American General Life Insurance Company such that this Agreement is, and at the Closing the Instrument of Assignment will be, a legal, valid and binding obligation of SellerAmerican General Life Insurance Company, enforceable against Seller American General Life Insurance Company in accordance with its terms and conditionsterms, subject to applicable except as limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (B) general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw.

Authority and Enforceability. Seller has (a) Each individual Shareholder, custodian Shareholder, and the corporate trustees of each Shareholder trust, each in their respective capacity of such Shareholder, have the requisite power and authority authority, and the requisite legal capacity, to execute and deliver this Agreement and the Related Ancillary Agreements to which it is they are a party and, subject to receipt of the Seller Required Consentsparty, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions For each Shareholder that is a trust, no further action or proceedings approval by such Shareholder or any of its trustee(s) is necessary in connection with the execution, delivery and performance by such Shareholder or its trustee(s) of this Agreement and each of the Ancillary Agreements to be taken which such Shareholder is a party. The execution, delivery and performance by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller each Shareholder of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller each Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of such Shareholder and properly takenno other action is necessary on the part of such Shareholder to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by Seller and, assuming the each Shareholder. Assuming due authorization, execution and delivery by the Buyer and receipt each other party thereto, this Agreement and each of the Seller Required ConsentsAncillary Agreements constitutes a legal, constitutes the valid and legally binding obligation of Sellereach Shareholder, enforceable against Seller each Shareholder in accordance with its terms and conditionsterms, subject to applicable except as limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw.

Authority and Enforceability. Seller Buyer has the corporate limited liability company power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate limited liability company actions or proceedings to be taken by or on the part of Seller Buyer to authorize and permit the due execution and valid delivery by Seller Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Seller Buyer of its obligations hereunder and thereunder, and the consummation by Seller Buyer of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required ConsentsSeller, constitutes the valid and legally binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller Buyer is a party has been duly executed and delivered by SellerBuyer, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consentsthereto, such Related Agreement will constitute the valid and legally binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 51 of 159 000188 EXECUTION VERSION rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller The Company has the corporate all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and properly takenno further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby, subject only to the approval of the transactions contemplated by this Agreement by the Company Stockholders. The vote required of the Company Stockholders to approve this Agreement and the transactions contemplated hereby is set forth in Section 2.4 of the Disclosure Schedule (such vote, the “Requisite Stockholder Vote”). The Requisite Stockholder Vote is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to (a) adopt this Agreement and approve the transactions contemplated hereby and (b) to effect the conversion of all the shares of the Company Preferred Stock into shares of Company Common Stock on a one-for-one basis immediately prior to the Effective Time in accordance with the Charter Documents. This Agreement has been unanimously approved by the Board. This Agreement and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time will be, duly executed and delivered by Seller and, the Company and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or will constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, the Company enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (x) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (y) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. The Seller has the corporate all requisite limited liability company power and authority to execute and deliver this Agreement and the Related Agreements any Ancillary Documents to which it the Seller is a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder under this Agreement and thereunder any Ancillary Documents to which the Seller is a party, and to consummate the transactions contemplated hereby Transactions. The execution, delivery and thereby. All corporate actions or proceedings to be taken performance by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements any Ancillary Documents to which it the Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by the Seller of the transactions contemplated hereby and thereby Transactions, have been duly authorized by all necessary limited liability company action on the part of the Seller, and properly takenno other limited liability company action is necessary on the part of the Seller to authorize this Agreement and the Ancillary Documents to which the Seller is a party or to consummate the Transactions. This Agreement has been duly executed and delivered by Seller the Seller, and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consentseach other Party, this Agreement constitutes the a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditionsterms, subject to applicable except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawgenerally. When each Related Agreement of the Ancillary Documents to which the Seller is a party has have been duly executed and delivered by Sellerthe Seller and, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required ConsentsParty, such Related Agreement document will constitute the a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditionsterms, subject to applicable except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawgenerally.

Authority and Enforceability. Seller The Company has the corporate all requisite power and authority to execute enter into this Agreement, the Certificates and deliver this Agreement and the any Related Agreements to which it is a party and, subject to receipt of obtaining the Seller Required ConsentsInitial Stockholder Consent, to perform its obligations hereunder and thereunder and to consummate the Merger, file the Certificate Amendment with the Secretary of State of the State of Delaware, and the other transactions contemplated hereby and thereby. All The execution and delivery of this Agreement, the Certificates and any Related Agreements to which the Company is a party and the consummation of the Merger, and the other transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate actions or proceedings to be taken by or action on the part of Seller the Company, and no further corporate action is required on the part of the Company to authorize this Agreement, the Certificate Amendment, the Certificates and permit the due execution and valid delivery by Seller of this Agreement and the any Related Agreements to which it is a party, the performance by Seller of its obligations hereunder party and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby, subject only to the approval of the transactions contemplated by this Agreement by the Company Stockholders. The vote required of the Company Stockholders to approve this Agreement, the Certificate Amendment, the Certificates and the Related Agreements, the Merger and the other transactions contemplated hereby and thereby have been duly and properly takenis set forth in Section 2.4 of the Disclosure Schedule (such vote, the “Requisite Stockholder Vote”). This Agreement Agreement, including the plan of merger described in Article I, has been unanimously approved by the Board of Directors of the Company, and the Board of Directors of the Company has unanimously recommended that the Company Stockholders approve this Agreement. This Agreement, the Certificates and each of the Related Agreements to which the Company is a party have been duly executed and delivered by Seller the Company and, assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute the valid and legally binding obligation obligations of Seller, the Company enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller Each of Buyer and Merger Sub has the full corporate power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements to which it is will be a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, The execution and delivery by Buyer and receipt Merger Sub of this Agreement and each of the Seller Required ConsentsAncillary Agreements to which it will be a party and the consummation by Buyer and Merger Sub of the Transactions have been duly and validly authorized by the Boards of Directors of Buyer and Merger Sub and by Buyer as the sole stockholder of Merger Sub. No other corporate proceedings on the part of Buyer or Merger Sub are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the Transactions. This Agreement has been, constitutes and upon their execution each of the Ancillary Agreements to which Buyer or Merger Sub will be a party will have been, duly and validly executed and delivered by Buyer and Merger Sub, as applicable. This Agreement constitutes, and upon their execution each of the Ancillary Agreements to which Buyer or Merger Sub will be a party will constitute, the legal, valid and legally binding obligation obligations of SellerBuyer and Merger Sub, as applicable, enforceable against Seller Buyer and Merger Sub, as applicable, in accordance with its terms and conditionstheir respective terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting creditors’ rights generally and by general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law).

Authority and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and properly takenno further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Seller and, the Company and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, the Company enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (B) general principles of equity. The Board, whether such enforceability is considered in a proceeding in equity by resolutions duly adopted (and not thereafter modified or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered rescinded) by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt unanimous vote of the Seller Required ConsentsBoard, such has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Mergers, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms the provisions of the DGCL and conditions(z) directed that the adoption of this Agreement and approval of the Mergers be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Mergers (collectively, subject the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Stockholders are necessary to applicable bankruptcyadopt this Agreement and approve the transactions contemplated by this Agreement, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawincluding the Mergers.

Authority and Enforceability. Such Non-Oak Seller has the corporate entity power and authority authority, and, in the case of any Non-Oak Seller that is an individual, the requisite legal capacity and the unrestricted right, power and authority, to execute and deliver this Agreement and the Related Ancillary Agreements to which it is a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Contemplated Transactions. The execution, delivery and thereby. All corporate actions or proceedings to be taken performance by or on the part of Seller to authorize and permit the due execution and valid delivery by such Non-Oak Seller of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by such Non-Oak Seller of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of such Non-Oak Seller and properly takenno other action is necessary on the part of such Non-Oak Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the Contemplated Transactions. If such Non-Oak Seller is an individual and is married, and such Non-Oak Seller’s Units constitute community property or otherwise need spousal or other approval for this Agreement or the Ancillary Agreements to which he or she is a party to be legal, valid and binding, the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation by such Non-Oak Seller of the Contemplated Transactions have been duly authorized by, and, constitute the legal, valid and binding obligation of such Non-Oak Seller’s spouse enforceable against such spouse in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratoriums, fraudulent conveyance or similar Laws related to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered a proceeding in equity or at Law. This Agreement has and each Ancillary Agreement to which it is a party have been duly executed and delivered by Seller and, assuming the such Non-Oak Seller. Assuming due authorization, execution and delivery by the Buyer and receipt each other party thereto, this Agreement and each of the Seller Required ConsentsAncillary Agreements constitutes a legal, constitutes the valid and legally binding obligation of such Non-Oak Seller, enforceable against such Non-Oak Seller in accordance with its terms and conditionsterms, subject to applicable except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw.

Authority and Enforceability. Seller Acquiror and MergerSub each has the all requisite corporate power and authority to execute and deliver enter into this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings hereby, subject, in the case of consummation of the Merger, to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller approval of this Agreement and the Related Agreements to which it is a party, Merger by the performance sole stockholder of MergerSub and the approval of the Merger and the issuance of the shares of Acquiror Common Stock in the Merger by Seller Acquiror's stockholders. The execution and delivery of its obligations hereunder and thereunder, this Agreement and the consummation by Seller Acquiror and MergerSub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquiror and properly takenMergerSub, subject only to the approval of this Agreement and the Merger by the sole stockholder of MergerSub and the approval of the Merger and the issuance of the shares of Acquiror Common Stock in the Merger by Acquiror's stockholders, and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative vote of the holders of a majority of the shares of Acquiror Common Stock, voting at the Acquiror Stockholders' Meeting (as defined in Section 2.25), is the only vote of the holders of any of Acquiror's capital stock necessary to approve the issuance of the shares of Acquiror Common Stock in the Merger, the increase in the number of shares of Acquiror Common Stock reserved for issuance under Acquiror's stock option plans and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller Acquiror and MergerSub and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required ConsentsTarget, constitutes the valid and legally binding obligation of Seller, Acquiror and MergerSub enforceable against Seller Acquiror and MergerSub in accordance with its terms and conditionsterms, subject to applicable except as enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratoriummoratorium and similar laws, fraudulent conveyance both state and federal, affecting the enforcement of creditors' rights or other similar Laws relating remedies in general as from time to creditors’ rights generally and general principles time in effect or (b) the exercise by courts of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawpowers.

Authority and Enforceability. Seller has the requisite corporate power and authority to execute and deliver enter into this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby (i) have been duly authorized by all necessary corporate action on the part of Seller, and properly taken(ii) do not require the adoption or approval by the Seller’s stockholders under applicable Law. This Agreement Seller has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, this Agreement. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller it in accordance with its terms and conditionsterms, subject to (a) applicable bankruptcy, insolvency, reorganizationfraudulent transfer and conveyance, moratorium, fraudulent conveyance or other reorganization, receivership and similar Laws relating to creditors’ or affecting the enforcement of the rights and remedies of creditors generally and general (b) principles of equity, equity (regardless of whether such enforceability is considered and applied in a proceeding in equity or at law). When The Seller has the requisite corporate power and authority to enter into each Related Collateral Agreement and to which Seller is a party has been duly executed and delivered by Seller, assuming consummate the due authorization, transactions contemplated thereby. The execution and delivery by the Seller of each other party thereto Collateral Agreement and receipt the consummation of the Seller Required Consents, such Related Agreement transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Seller. The Collateral Agreements will constitute the valid and legally binding obligation of the Seller, enforceable against Seller it in accordance with its terms and conditionsterms, subject to (a) applicable bankruptcy, insolvency, reorganizationfraudulent transfer and conveyance, moratorium, fraudulent conveyance or other reorganization, receivership and similar Laws relating to creditors’ or affecting the enforcement of the rights and remedies of creditors generally and general (b) principles of equity, equity (regardless of whether such enforceability is considered and applied in a proceeding in equity or at law). The Collateral Agreements will effectively vest in Buyer good, valid and marketable title to all the Purchased Assets free and clear of all Encumbrances, except for Permitted Encumbrances.

Authority and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute and deliver enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to receipt of receiving the Seller Required ConsentsCompany Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings Subject to be taken by or on receipt of the part of Seller to authorize and permit Company Stockholder Approval, the due execution and valid delivery by Seller of this Agreement and the any Related Agreements Agreement to which it the Company or any Subsidiary of the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Person and properly takenno further corporate action is required on the part of such Person to authorize this Agreement and any Related Agreements to which such Person is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Common Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Seller and, such Person and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally generally, and (ii) general principles of equity. The Board, whether such enforceability is considered in a proceeding in equity by resolutions duly adopted (and not thereafter modified or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered rescinded) by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt unanimous vote of the Seller Required ConsentsBoard has (A) declared that this Agreement, such the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders; (B) approved this Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms the provisions of the DGCL; and conditions(C) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, subject the “Company Board Resolutions”). Other than the Company Stockholder Approval and Company Board Resolutions, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary under DGCL or any of the Charter Documents to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating adopt this Agreement and the transactions contemplated by this Agreement and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawapprove the Merger.

Authority and Enforceability. Seller Buyer has the corporate all limited liability company power and authority necessary to execute and deliver this Agreement deliver, and the Related Agreements to which it is a party perform its obligations under, and, subject to receipt the satisfaction of the Seller Required Consentsclosing conditions, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. All corporate actions or proceedings to be taken The execution, delivery and performance by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller Buyer of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the sole member of Buyer, and no other limited liability company proceedings on the part of Buyer are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller Buyer, and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, this Agreement constitutes the legal, valid and legally binding obligation agreement of Seller, this Agreement constitutes a valid and binding agreement of Buyer, enforceable against Seller Buyer in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, fraudulent conveyance or other similar Laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity. At the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Ancillary Agreement to which Seller Buyer is contemplated to be a party has been will be duly and validly executed and delivered by SellerBuyer and, assuming such Ancillary Agreement constitutes the due authorizationlegal, execution valid and delivery by each other party thereto and receipt binding agreement of the Seller Required Consentsother parties thereto, such Related Agreement will constitute the a valid and legally binding obligation agreement of SellerBuyer, enforceable against Seller Buyer in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, fraudulent conveyance or other similar Laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller has the all corporate power and authority necessary to execute and deliver this Agreement deliver, and the Related Agreements to which it is a party perform its obligations under, and, subject to receipt the satisfaction of the Seller Required Consentsclosing conditions, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. All corporate actions or proceedings to be taken by or on the part of Seller to authorize The execution, delivery and permit the due execution and valid delivery performance by Seller of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the sole director of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller Seller, and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, this Agreement constitutes the legal, valid and legally binding obligation agreement of Buyer, this Agreement constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, fraudulent conveyance or other similar Laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity. At the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Ancillary Agreement to which Seller is contemplated to be a party has been will be duly and validly executed and delivered by SellerSeller and, assuming such Ancillary Agreement constitutes the due authorizationlegal, execution valid and delivery by each other party thereto and receipt binding agreement of the Seller Required Consentsother parties thereto, such Related Agreement will constitute the a valid and legally binding obligation agreement of Seller, enforceable against Seller in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, fraudulent conveyance or other similar Laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller has the corporate requisite limited liability company power and authority to execute and deliver this Agreement and the Related Agreements Seller Ancillary Documents to which it Seller is a party andand any other certificate, subject agreement, document or other instrument that this Agreement requires to receipt of be executed by Seller and delivered to Purchaser in connection with the Seller Required Consents, to perform its obligations hereunder and thereunder Contemplated Transactions (the “Seller’s Closing Documents”) and to consummate the transactions contemplated hereby Contemplated Transactions. The execution, delivery and thereby. All corporate actions or proceedings performance by Seller of this Agreement, the Seller Ancillary Documents to be taken which Seller is a party and the Seller’s Closing Documents and the consummation of the Contemplated Transactions by or Seller have been duly authorized by all necessary action on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenSeller. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer and receipt as of the Closing, the Seller Required ConsentsAncillary Documents to which Seller is a party and the Seller’s Closing Documents will have been duly executed and delivered by Seller. This Agreement, constitutes the assuming that this Agreement is a valid and legally binding obligation of SellerPurchaser, constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms and conditionsthe Seller Ancillary Documents to which Seller is a party and the Seller’s Closing Documents, subject assuming that the Seller Ancillary Documents to applicable which Seller is a party and the Seller’s Closing Documents are a valid and binding obligation of the other parties thereto, are or, when executed and delivered, shall constitute a legal, valid and binding obligation of Seller enforceable against Seller in accordance with their respective terms, in each case except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity generally; or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller (a) Each Acquired Company has the corporate all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder and consummate the transactions contemplated hereby, including the Transactions, and each Acquired Company and each Subsidiary of an Acquired Company has all requisite power and authority to execute and deliver any Related Agreements Agreement to which it is a party and, subject to receipt of the Seller Required Consents, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements Agreement to which it an Acquired Company or any Subsidiary of an Acquired Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby thereby, including the Transactions, have been duly authorized by all necessary corporate action on the part of such Person and properly takenno further corporate action is required on the part of such Person to authorize this Agreement and any Related Agreements to which such Person is a party and the transactions contemplated hereby and thereby, including the Transactions. There is no vote, approval or consent of the holders of any securities of either Acquired Company necessary to adopt this Agreement and each of the Related Agreements and approve the transactions contemplated hereby and thereby, including the Transactions. This Agreement has been and each of the Related Agreements to which an Acquired Company or any Subsidiary of an Acquired Company is a party have been, or as of the applicable Closing shall be, duly executed and delivered by Seller and, such Person and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or reorganization and moratorium laws and other similar Laws relating to laws of general application affecting the enforcement of creditors’ rights generally generally, (B) by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and general principles the fact that equitable remedies or relief (including the remedy of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement specific performance) are subject to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt discretion of the Seller Required Consentscourt from which such relief may be sought (collectively, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law“Enforceability Exceptions”).

Authority and Enforceability. Seller 1. The Company has the corporate all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and properly takenother than the Company Stockholder Approval, no further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Seller and, the Company and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, the Company enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (B) general principles of equity. The Board, whether such enforceability is considered in a proceeding in equity by resolutions duly adopted (and not thereafter modified or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered rescinded) by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt unanimous vote of the Seller Required ConsentsBoard, such has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms the provisions of the DGCL and conditions(z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, subject the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary to applicable bankruptcyadopt this Agreement and approve the transactions contemplated by this Agreement, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawincluding the Merger.

Authority and Enforceability. Such Seller has the corporate all requisite power and authority to execute and deliver this Agreement and the Related Agreements each Ancillary Agreement to which it such Seller is or will be a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the Related Agreements each Ancillary Agreement to which it such Seller is or will be a party, the performance by Seller of its such Seller’s obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of such Seller, and properly takenno further corporate, partnership or other similar action is required on the part of such Seller to authorize this Agreement or any Ancillary Agreements to which it is or will be a party, the performance of such Seller’s obligations hereunder and thereunder or the consummation of the transactions contemplated hereby and thereby. This Agreement has been and each of the Ancillary Agreements to which such Seller is or will be a party have been, or upon execution and delivery will be, duly executed and delivered by such Seller and, assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or upon execution and delivery will constitute, the valid and legally binding obligation obligations of such Seller, enforceable against such Seller in accordance with its terms and conditionstheir respective terms, subject to applicable laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and the relief of debtors and other similar Laws relating to laws of general application affecting enforcement of creditors’ rights generally and general principles rules of equitylaw governing specific performance, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance injunctive relief or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable remedies.

Authority and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute and deliver enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements Agreement to which it the Company or any Subsidiary of the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Person and properly takenno further corporate action is required on the part of such Person to authorize this Agreement and any Related Agreements to which such Person is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Seller and, such Person and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Sellersuch Person, as applicable, enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) Laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (B) general principles of equityequity (the “Bankruptcy and Equity Exception”). The Board, whether such enforceability is considered by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in a proceeding the best interests of the Company and the Company Stockholders, (y) approved this Agreement in equity accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or at law. When each Related Agreement consents on the part of the Company or any of the Company Security Holders are necessary under the DGCL, any of the Charter Documents or any Contracts to which Seller the Company or any Subsidiary of the Company is a party has been duly executed to adopt this Agreement and delivered the transactions contemplated by Seller, assuming this Agreement and the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawMerger.

Authority and Enforceability. (h) The Seller has the all requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder under this Agreement. The execution, delivery and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller performance of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby by this Agreement by the Seller have been duly authorized by all necessary corporate or other action on the part of the Seller. The Seller has duly and properly taken. This Agreement has been duly validly executed and delivered by Seller and, assuming this Agreement. Assuming the due authorization, execution and delivery of this Agreement by Buyer and receipt of the Seller Required ConsentsPurchaser, this Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditionsterms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles of equity, (whether such enforceability is considered in a proceeding in equity or at law). When (i) The Seller and each Related Selling Affiliate has all requisite corporate and other power and authority to execute and deliver each Ancillary Agreement to which Seller it is a party has and to perform its respective obligations under each such Ancillary Agreement. The execution, delivery and performance of each Ancillary Agreement and the consummation of the transactions contemplated thereby by Seller and the Selling Affiliates party thereto have been duly authorized by all necessary corporate or other action on the part of the Seller and the Selling Affiliates. On or prior to each Closing, the Seller and each Selling Affiliate will have duly and validly executed and delivered by Seller, assuming each Ancillary Agreement to which it is a party in connection with such Closing. Assuming the due authorization, execution and delivery by each other party thereto and receipt of the Ancillary Agreements by the Purchaser and/or the Designated Affiliates and the other parties thereto, at the applicable Closing each Ancillary Agreement to which the Seller Required Consents, such Related Agreement or a Selling Affiliate is a party will constitute the valid and legally binding obligation of Sellerthe Seller or Selling Affiliate that is party thereto, enforceable against the Seller or such Selling Affiliate in accordance with its terms and conditionsterms, subject to applicable (i) Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and (ii) Laws governing specific performance, reorganization, moratorium, fraudulent conveyance or injunctive relief and other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.equitable remedies. Section 3.3

Authority and Enforceability. Seller has the corporate all requisite company power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this each Ancillary Agreement and the Related Agreements to which it is a party. Subject to obtaining the approval of this Agreement, the performance Ancillary Agreements and the transactions contemplated hereby and thereby by the holders of a majority of the outstanding ordinary shares of Seller which are voted in a shareholder ballot in accordance with Section 293(1)(a) of the Act (the “Shareholder Approval”), Seller has all requisite company power and authority to perform its obligations hereunder under this Agreement and thereundereach such Ancillary Agreement. The execution, delivery and, subject to obtaining the Shareholder Approval, performance of this Agreement and each Ancillary Agreement to which Seller is a party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller and properly takenSeller has made available to Purchaser an accurate copy of the approval of the Board of the Directors of Seller containing such authorization which such approval is set forth on Section 5.2 of the Seller Disclosure Schedule. The Shareholder Approval is the only approval or other action by any holder of the capital stock of Seller required in order to permit Seller to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. Seller has duly and validly executed and delivered this Agreement and, on or prior to the Closing, Seller shall have duly and validly executed and delivered each Ancillary Agreement to which it is a party. This Agreement has been duly executed constitutes, and delivered by Seller and, assuming the due authorization, upon execution and delivery by Buyer and receipt of the delivery, each Ancillary Agreement to which Seller Required Consentsis a party shall constitute, constitutes the valid and legally binding obligation obligations of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawtheir terms.

Authority and Enforceability. The Seller has the corporate requisite power and authority to execute and deliver enter into this Agreement and the Related Agreements each Ancillary Agreement to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining irrevocable written consents approving the transactions contemplated by this Agreement from the holders of at least a majority of the shares of Seller’s capital stock entitled to vote thereon (the “Stockholder Written Consent”) and the filing of an information statement (the “Information Statement”) pursuant to Rule 14c-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) with the Securities and Exchange Commission (the “SEC”) and delivery of such Information Statement to Seller’s stockholders. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by the Seller of this Agreement and the Related Agreements each Ancillary Agreement to which it is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary entity action on the part of the Seller, subject to obtaining the Stockholder Written Consent and properly takenthe filing of the Information Statement with the SEC, and the delivery of such Information Statement to Seller’s stockholders. This Agreement has been been, and upon execution the Ancillary Agreements will be, duly executed and delivered by the Seller that is a party hereto and thereto and, assuming the due authorization, execution and delivery hereof and thereof by Buyer and receipt each of the Seller Required Consentsother parties hereto, constitutes this Agreement constitutes, and upon execution the Ancillary Agreements will (subject to obtaining the Stockholder Written Consent and the filing of the Information Statement with the SEC, and the delivery of such Information Statement to Seller’s stockholders) constitute, legal, valid and legally binding obligation obligations of the Seller, enforceable against the Seller in accordance with its terms and conditionstheir respective terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other insolvency and similar Laws relating to creditors’ rights generally and general principles for the availability of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed injunctive relief and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable remedies.

Authority and Enforceability. Seller (a) The Company has the all requisite corporate power and authority to execute and deliver enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements Agreement to which it the Company or any Subsidiary of the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Person and properly takenno further corporate action is required on the part of such Person to authorize this Agreement and any Related Agreements to which such Person is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been, or as of the Effective Time shall be, duly executed and delivered by Seller and, such Person and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (i) Laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally generally, and (ii) general principles of equity. The Board, whether such enforceability is considered by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (A) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in a proceeding the best interests of the Company and the Company Stockholders; (B) approved this Agreement in equity accordance with the provisions of the DGCL; and (C) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or at law. When each Related Agreement consents on the part of the Company or any holders of Company Securities are necessary under DGCL, any of the Charter Documents, or any Contracts to which Seller the Company or any Subsidiary of the Company is a party has been duly executed to adopt this Agreement and delivered the transactions contemplated by Seller, assuming this Agreement and to approve the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawMerger.

Authority and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and properly takenno further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Seller and, the Company and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, the Company enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and general (B) principles of equity, whether such enforceability is considered in a proceeding in equity rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforcement Exceptions”). The Board, by resolutions duly adopted (and not thereafter modified or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered rescinded) by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt unanimous vote of the Seller Required ConsentsBoard, such has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms the provisions of the DGCL and conditions(z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, subject the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary to applicable bankruptcyadopt this Agreement and approve the transactions contemplated by this Agreement, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawincluding the Merger.

Authority and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and properly takenno further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Seller and, the Company and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, the Company enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) Laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and general (B) principles of equity, whether such enforceability is considered in a proceeding in equity rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforcement Exceptions”). The Board, by resolutions duly adopted (and not thereafter modified or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered rescinded) by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt unanimous vote of the Seller Required ConsentsBoard, such has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms the provisions of the DGCL and conditions(z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawthe “Company Board Resolutions”).

Authority and Enforceability. Seller (a) The Company has the all necessary corporate power and authority to execute and deliver this Agreement and the Related Agreements Agreement to which it is a party andparty, subject the Escrow Agreement and each certificate and other instrument required hereby to receipt of be executed and delivered by the Seller Required Consents, Company pursuant hereto and to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. All corporate actions or proceedings The execution, delivery and performance by the Company of this Agreement, the Escrow Agreement and each certificate and other instrument required to be taken executed and delivered by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, Company pursuant hereto and the consummation by Seller the Company of the Acquisition and the other transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by all necessary corporate action on the part of the Company. This The Board of Directors of the Company has unanimously approved this Agreement, the Escrow Agreement, the Acquisition and the other transactions contemplated hereby and thereby, and no other corporate proceedings on the part of the Company or the Company Shareholders are necessary to authorize this Agreement, the Escrow Agreement has been duly or any certificate or other instrument required to be executed and delivered by Seller the Company pursuant hereto or to consummate the Acquisition or any other transactions contemplated hereby or thereby. None of such actions by the Board of Directors of the Company have been amended, rescinded or modified. This Agreement, the Escrow Agreement and each certificate and other instrument required to be executed and delivered by the Company pursuant hereto has been (or will be) duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Buyer and receipt of the Seller Required ConsentsRepresentative, constitutes the (or will constitute) a legal, valid and legally binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganizationreorganization or similar laws of general application affecting the rights and remedies of creditors, moratorium, fraudulent conveyance or other similar Laws relating and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawprinciples.

Authority and Enforceability. Seller Acquiror and Merger Sub each has the all requisite corporate power and authority to execute enter into this Agreement and deliver all other agreements to be entered into by Acquiror or Merger Sub in connection with this Agreement and the Merger (“Acquiror Related Agreements”) and to consummate the Merger and the other transactions contemplated hereby and thereby. The entry into and the execution and delivery by Acquiror and Merger Sub of this Agreement and any Acquiror Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and properly takenother action on the part of Acquiror and Merger Sub, and no further action is required on the part of Acquiror to authorize the Agreement and any Acquiror Related Agreements to which it is a party and the transactions contemplated hereby and thereby. This Agreement has and any Acquiror Related Agreements have been duly executed and delivered by Seller andAcquiror and Merger Sub, assuming the due authorizationas applicable, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation obligations of SellerAcquiror and Merger Sub, as applicable, enforceable against Seller each such Person in accordance with its terms and conditionstheir terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or bankruptcy and other similar Laws relating to creditors’ Legal Requirements affecting the rights of creditors generally and general principles of equity(b) Legal Requirements governing specific performance, whether such enforceability is considered in a proceeding in equity or at lawinjunctive relief and other equitable remedies.

Authority and Enforceability. Seller has the full corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and, subject to receipt of the other Seller Required Consents, to perform its obligations hereunder and thereunder Delivered Documents and to consummate the transactions contemplated hereby by this Agreement and therebythe other Seller Delivered Documents and otherwise to comply with and perform Seller’s obligations under this Agreement and the other Seller Delivered Documents. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a partyother Seller Delivered Documents, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated on its part hereby and thereby have been duly authorized by all requisite corporate action in accordance with the terms of its Governing Documents, including approval from its board of directors and properly takensole stockholder. No approval from the holders of outstanding commmon stock of Parent or any other action on the part of Seller, its Affiliates or their respective equityholders is necessary to authorize the execution and delivery of this Agreement anny of the Seller Delivered Documents, the performance by Seller of its obligations under this Agreement or any of the Seller Delivered Documents or the consummation by Seller of the transactions contemplated by this Agreement or any of the Seller Delivered Documents. This Agreement has been duly executed and delivered by Seller andSeller, and (assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required ConsentsBuyer) this Agreement constitutes a legal, constitutes the valid and legally binding obligation of Seller, Seller enforceable against Seller in accordance with its terms and conditionsterms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance insolvency or other similar Laws and court decisions relating to or affecting the enforcement of creditors’ rights generally and general (including statutory or other Laws regarding fraudulent transfers) or by equitable principles of equity(the “Enforceability Exceptions”). The other Seller Delivered Documents will, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly when executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the Seller’s valid and legally binding obligation of Seller, obligations enforceable against Seller it in accordance with its terms and conditionstheir terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether except as such enforceability is considered in a proceeding in equity or at lawenforcement may be limited by the Enforceability Exceptions.

Authority and Enforceability. Each of Seller and Parent has the all necessary corporate power and authority to execute and deliver this Agreement and the Related Agreements any other Subject Agreement to which it is or will be a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the Related Agreements any other Subject Agreement by Seller or Parent to which it Seller or Parent is or will be a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller and Parent of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and properly takenauthorized by all necessary action on the part of Seller. This Agreement has been duly executed and delivered by Seller andand Parent, and (assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consentsother parties hereto) constitutes a legal, constitutes the valid and legally binding obligation of SellerSeller and Parent, enforceable against Seller and Parent in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance liquidation or other similar Laws Legal Requirements relating to to, or affecting generally the enforcement of, creditors’ rights generally and general remedies or by other equitable principles of equity, whether such enforceability is considered in a proceeding in equity or at lawgeneral application. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming Upon the due authorization, execution and delivery by each other party thereto and receipt Seller or Parent, as applicable, of the Subject Agreements to which Seller Required Consentsor Parent is or will be a party, and assuming due execution and delivery by the other parties thereto, each such Related Subject Agreement will constitute the valid legal, valid, and legally binding obligation of SellerSeller or Parent, as applicable, enforceable against Seller or Parent, as applicable, in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance liquidation or other similar Laws Legal Requirements relating to to, or affecting generally the enforcement of, creditors’ rights generally and general remedies or by other equitable principles of equitygeneral application. Each of Seller and Parent has the necessary power, whether such enforceability authority, and capacity to execute and deliver, and to perform its obligations under, this Agreement and each Subject Agreement to which it is considered in or will be a proceeding in equity or at lawparty.

Authority and Enforceability. Seller Each of Buyer and Merger Sub has the full corporate or limited liability company power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements to which it is will be a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken The execution, delivery and performance by or on the part of Seller to authorize Buyer and permit the due execution and valid delivery by Seller Merger Sub of this Agreement and each of the Related Ancillary Agreements to which it is will be a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller Buyer and Merger Sub of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the Board of Directors or Board of Managers of Buyer and Merger Sub and by Buyer as the sole shareholder of Merger Sub. No other corporate proceedings on the part of Buyer or 505026976.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Merger Sub are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements to which Buyer or Merger Sub will be a party will have been, duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer and receipt Merger Sub, as applicable. This Agreement constitutes, and upon their execution each of the Seller Required ConsentsAncillary Agreements to which Buyer or Merger Sub will be a party will constitute, constitutes the legal, valid and legally binding obligation obligations of SellerBuyer and Merger Sub, as applicable, enforceable against Seller Buyer and Merger Sub, as applicable, in accordance with its terms and conditionstheir respective terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting creditors’ rights generally and by general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law).

Authority and Enforceability. Seller The Company has the corporate all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and properly takenno further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby, subject only to the approval of the transactions contemplated by this Agreement by the Company Stockholders. The vote required of the Company Stockholders to approve this Agreement and the transactions contemplated hereby is set forth in Section 2.4 of the Disclosure Schedule (such vote, the “Requisite Stockholder Vote”). The Requisite Stockholder Vote is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to (a) adopt this Agreement and approve the transactions contemplated hereby and (b) to effect the conversion of all the shares of the Company Preferred Stock into shares of Company Common Stock on a one-for-one basis immediately prior to the Effective Time in accordance with the Charter Documents. This Agreement has been unanimously approved by the Board of Directors of the Company. This Agreement and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time will be, duly executed and delivered by Seller and, the Company and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or will constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, the Company enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (x) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (y) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute and deliver enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to the receipt of the Seller Required ConsentsCompany Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Transactions. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements Agreement to which it the Company or any Subsidiary of the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby thereby, including the Transactions, have been duly authorized by all necessary corporate action on the part of such Person and properly takenno further corporate action is required on the part of such Person to authorize this Agreement and any Related Agreements to which such Person is a party and the transactions contemplated hereby and thereby, including the Transactions (other than the Company Stockholder Approval). Except with respect to the Company Stockholder Approval, there is no vote, approval or consent of the holders of any class or series of Company Stock or any other securities of the Company necessary to adopt this Agreement and each of the Related Agreements and approve the transactions contemplated hereby and thereby, including the Transactions. This Agreement has been and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been, or (in the case of the Related Agreements executed after the Agreement Date) as of the Effective Time shall be, duly executed and delivered by Seller and, such Person and assuming the due authorization, execution and delivery by Buyer the other parties hereto and thereto, constitute, or (in the case of the Related Agreements executed after the Agreement Date) shall, subject to the receipt of the Seller Required ConsentsCompany Stockholder Approval, constitutes constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (B) general principles of equityequity affecting the availability of specific performance and other equitable remedies. The Board, whether such enforceability is considered in a proceeding in equity by resolutions duly adopted (and not thereafter modified or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered rescinded) by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt unanimous vote of the Seller Required ConsentsBoard, such has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the stockholders of the Company and (y) approved this Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms the provisions of the DGCL (collectively, the “Company Board Resolutions”). Other than the Company Stockholder Approval, no votes, approvals or consents on the part of the Company or any of the Company Stockholders are necessary under DGCL, any of the Charter Documents or any Contract to which the Company or any Subsidiary of the Company, on the one hand, and conditionsany Company Stockholder, subject to applicable bankruptcyon the other hand, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawparty.

Authority and Enforceability. Seller (a) The Company has the all necessary corporate power and authority to execute and deliver this Agreement, each Related Agreement and the Related Agreements to which it is a party and, subject and each certificate and other instrument required hereby or thereby to receipt of be executed and delivered by the Seller Required Consents, Company and to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken The execution, delivery and performance by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller Company of this Agreement, each Related Agreement and the Related Agreements to which it is a party, party and each certificate and other instrument required hereby and thereby to be executed and delivered by the performance by Seller of its obligations hereunder and thereunder, Company and the consummation by Seller the Company of the Acquisition and the other transactions contemplated hereby and thereby thereby, have been duly and properly taken. This validly authorized by all necessary corporate action on the part of the Company and its Board of Directors and no other corporate proceedings on the part of the Company (that have not been taken prior to the date hereof) are necessary to authorize this Agreement, each Related Agreement has been duly to which the Company is a party or any certificate or other instrument required to be executed and delivered by Seller the Company pursuant hereto or to consummate the Acquisition or any other transactions contemplated hereby or thereby. None of such actions by the Board of Directors of the Company have been amended, rescinded or modified. This Agreement, each Related Agreement to which it is a party and other instrument required hereby and thereby to be executed and delivered by the Company has been (or will be, when executed by the Company) duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Buyer Buyer, Company Shareholders, Paying Agent (if applicable), the Escrow Agent (if applicable), the Representative and receipt of the Seller Required Consentseach other party thereto, constitutes the (or will constitute) a legal, valid and legally binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganizationreorganization or similar laws of general application affecting the rights and remedies of creditors, moratorium, fraudulent conveyance or other similar Laws relating and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawprinciples.

Authority and Enforceability. Seller (a) The Company has the full corporate power and authority to execute and deliver this Agreement and Agreement, each of the Related Ancillary Agreements to which it is will be a party and, subject to receipt of the Seller Required Consents, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; provided, however, that the Requisite Stockholder Consent is required for the Company to consummate the First Step. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller the Company of this Agreement and each of the Related Ancillary Agreements to which it the Company is a or will be party, the performance by Seller the Company of its obligations hereunder and thereunder, thereunder and the consummation by Seller the Company of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the Company Board. Subject to receipt of the Requisite Stockholder Consent, no other corporate proceeding on the part of the Company, the Company Board or the Securityholders is necessary to authorize the execution and delivery of this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements to which the Company is or will be a party will have been, duly and validly executed and delivered by Seller andthe Company. This Agreement constitutes, assuming the due authorization, and upon their execution and delivery by Buyer and receipt each of the Seller Required ConsentsAncillary Agreements to which the Company is or will be a party will constitute, constitutes the legal, valid and legally binding obligation obligations of Sellerthe Company, enforceable against Seller the Company in accordance with its terms and conditionstheir respective terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting creditors’ rights generally and general as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (regardless of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law).

Authority and Enforceability. Seller Each of the Purchaser and the Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements to which it is a party and, subject to receipt of the Seller Required Consents, and to perform its obligations hereunder under this Agreement and thereunder each such Ancillary Agreement, except for the approval of the stockholders of the Purchaser in connection with the Note Satisfaction. The execution, delivery and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller performance of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser and properly takenthe Merger Sub, except for the approval of the stockholders of the Purchaser in connection with the Note Satisfaction. The Stockholder Support Agreement in the form attached hereto as Exhibit F (the “Support Agreement”) has been duly executed and delivered by the Purchaser and certain of its stockholders, or will have been duly executed and delivered by the Purchaser and such stockholders no later than two Business Days following the date hereof, and such Support Agreement constitutes or will constitute a legal, valid and binding obligation by each of the signatories thereto. This Agreement has been duly executed and delivered by Seller each of the Purchaser and the Merger Sub and, assuming the due authorization, execution and delivery by Buyer and receipt each of the Seller Required Consentsother parties to the Agreement, constitutes the legal, valid and legally binding obligation of Sellerthe Purchaser and the Merger Sub, enforceable against Seller the Purchaser and the Merger Sub in accordance with its terms and conditionsterms, subject to applicable (a) laws of general application relating to bankruptcy, insolvency, reorganizationand the relief of debtors, moratoriumand (b) rules of law governing specific performance, fraudulent conveyance or injunctive relief and other similar Laws relating to creditors’ rights generally equitable remedies. Upon the execution and general principles delivery by the Purchaser and the Merger Sub of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement the Ancillary Agreements to which Seller is they are a party has been duly executed party, and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consentsother parties to each Ancillary Agreement, such Related Agreement Ancillary Agreements will constitute the legal, valid and legally binding obligation obligations of Sellerthe Purchaser and the Merger Sub, enforceable against Seller the Purchaser and the Merger Sub in accordance with its terms and conditionstheir terms, subject to applicable (a) laws of general application relating to bankruptcy, insolvency, reorganizationand the relief of debtors, moratoriumand (b) rules of law governing specific performance, fraudulent conveyance or injunctive relief and other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable remedies.

Authority and Enforceability. Seller Each of Parent and Borrower has the corporate power full right and authority to execute and deliver enter into this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consentsother Loan Documents executed by it, to perform make the borrowings herein provided for, to issue its obligations hereunder and thereunder Note in evidence thereof, to grant to the Lender the Liens described in the Collateral Documents executed by such Person, and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller perform all of its obligations hereunder and thereunderunder the other Loan Documents executed by it. Each Subsidiary that is not also Borrower, if any, has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, to grant to the consummation Lender the Liens described in the Collateral Documents executed by Seller such Person, and to perform all of its obligations under the transactions contemplated hereby Loan Documents executed by it. The Loan Documents delivered by Borrower and thereby by each Subsidiary that is not also Borrower, if any, have been duly and properly taken. This Agreement has been duly executed authorized, executed, and delivered by Seller and, assuming the due authorization, execution such Person and delivery by Buyer and receipt of the Seller Required Consents, constitutes the constitute valid and legally binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its terms and conditionstheir terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to laws affecting creditors’ rights generally and general principles of equity, equity (regardless of whether the application of such enforceability principles is considered in a proceeding in equity or at law. When each Related ); and this Agreement to which Seller is a party has been duly executed and delivered the other Loan Documents do not, nor does the performance or observance by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt Borrower or any Subsidiary of any of the Seller Required Consentsmatters and things herein or therein provided for, such Related Agreement will (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon Borrower or any Subsidiary or any provision of the valid and legally binding obligation organizational documents (e.g., charter, articles of Sellerorganization or incorporation or by-laws, enforceable against Seller in accordance with its terms and conditionsarticles of association or operating agreement, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance partnership agreement or other similar Laws relating document) of Borrower or any Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting Borrower or any Subsidiary or any of its Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to creditors’ rights generally and general principles have a Material Adverse Effect or (c) result in the creation or imposition of equity, whether such enforceability is considered any Lien on any Property of Borrower or any Subsidiary other than the Liens granted in a proceeding in equity or at lawfavor of the Lender pursuant to the Collateral Documents.

Authority and Enforceability. Seller Each of Buyer and Merger Sub has the all requisite corporate or other legal power and authority authority, as applicable, to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Merger. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller each of Buyer and Merger Sub of this Agreement and the any Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby thereby, including the Transactions, have been duly authorized by all necessary corporate or other action, as applicable, on the part of Buyer and properly takenMerger Sub and no further corporate or other action is required on the part of Buyer and Merger Sub to authorize this Agreement and any Related Agreements to which any of Buyer and Merger Sub is a party and the transactions contemplated hereby and thereby, including the Transactions. This Agreement has and any Related Agreements to which any of Buyer and Merger Sub is a party have been duly executed and delivered by Seller Buyer or Merger Sub, as the case may be, or, in the case of the Related Agreements executed after the Agreement Date, shall be duly executed and delivered by Buyer and Merger Sub, as the case may be, and, assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt thereto constitute, or (in the case of Related Agreements executed after the Seller Required ConsentsAgreement Date) shall constitute when executed and delivered, constitutes the valid and legally binding obligation obligations of SellerBuyer and Merger Sub, as the case may be, enforceable against Seller each of Buyer and Merger Sub, as the case may be, in accordance with its terms and conditionstheir respective terms, subject to applicable (a) Laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming affecting the due authorization, execution and delivery by each other party thereto and receipt availability of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance specific performance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable remedies.

Authority and Enforceability. Seller Each of Buyer, Merger Sub and Merger LLC has the full corporate or limited liability power and authority to execute and deliver this Agreement and Agreement, each of the Related Ancillary Agreements to which it is will be a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller Buyer, Merger Sub and Merger LLC of this Agreement and each of the Related Ancillary Agreements to which it is or will be a party, the performance by Seller the Buyer, Merger Sub and Merger LLC of its obligations hereunder and thereunder, thereunder and the consummation by Seller Buyer, Merger Sub and Merger LLC of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the respective boards of directors or managers of Buyer, Merger Sub and Merger LLC and all other requisite corporate or limited liability action on the part of Buyer, Merger Sub and Merger LLC. No other act or proceeding on the part of Buyer, Merger Sub, Merger LLC or the respective boards of directors, managers, members or stockholders of Buyer, Merger Sub and Merger LLC are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements to which Buyer, Merger Sub or Merger LLC is or will be a party will have been, duly and validly executed and delivered by Seller andBuyer, assuming the due authorizationMerger Sub and Merger LLC, as applicable. This Agreement constitutes, and upon their execution and delivery by Buyer and receipt each of the Seller Required ConsentsAncillary Agreements to which Buyer, constitutes Merger Sub or Merger LLC is or will be a party will constitute, the legal, valid and legally binding obligation obligations of SellerBuyer, Merger Sub and Merger LLC, as applicable, enforceable against Seller Buyer, Merger Sub and Merger LLC, as applicable, in accordance with its terms and conditionstheir respective terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting creditors’ rights generally and general as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (regardless of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw).

Authority and Enforceability. Seller Each of Buyer and Merger Sub has the full corporate power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements to which it is will be a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller Buyer and Merger Sub of this Agreement and each of the Related Ancillary Agreements to which it is will be a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller Buyer and Merger Sub of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the Boards of Directors of Buyer and Merger Sub and by Buyer as the sole stockholder of Merger Sub. No other corporate proceedings on the part of Buyer or Merger Sub are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements to which Buyer or Merger Sub will be a party will have been, duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer and receipt Merger Sub, as applicable. This Agreement constitutes, and upon their execution each of the Seller Required ConsentsAncillary Agreements to which Buyer or Merger Sub will be a party will constitute, constitutes the legal, valid and legally binding obligation obligations of SellerBuyer and Merger Sub, as applicable, enforceable against Seller Buyer and Merger Sub, as applicable, in accordance with its terms and conditionstheir respective terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting creditors’ rights generally and by general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law).

Authority and Enforceability. Seller SMG has the all necessary corporate power and authority to execute and deliver this Agreement and the Related Agreements agreements, schedules, and documents set forth in the exhibits hereto to which it SMG is a party and(the “Ancillary Agreements”), subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including approval of the Merger. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation of the Merger and other transactions contemplated by Seller this Agreement have been duly and validly authorized by all necessary corporate action on the part of SMG, including all necessary approvals and authorizations by the Board of Directors and the SMG Stockholders in accordance with any applicable Law, the DGCL and the SMG Charter Documents, and no other corporate proceedings are necessary to authorize and approve this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, including the Merger. This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by SMG, constitute the legal, valid and binding obligations of SMG, and are enforceable against SMG in accordance with their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally. This Agreement, the Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered approved by Seller and, assuming the due authorization, execution and delivery by Buyer and receipt at least 96% of the Seller Required Consentsoutstanding shares of SMG Capital Stock, constitutes determined on an as converted to SMG Common Stock basis, outstanding immediately prior to the valid Closing. There are not more than two (2) SMG Dissenting Holders and legally binding obligation no SMG Dissenting Holder shall hold Dissenting Shares Table of Seller, enforceable against Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt Contents representing more than 2% of the Seller Required Consentsoutstanding shares of SMG Capital Stock, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, subject determined on an as-converted to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawSMG Common Stock basis.

Authority and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Seller of its obligations hereunder and thereunder, party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and properly takenother than the Company Stockholder Approval, no further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Seller and, the Company and assuming the due authorization, execution and delivery by Buyer the other parties hereto and receipt of the Seller Required Consentsthereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Seller, the Company enforceable against Seller it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (B) general principles of equity. The Board, whether such enforceability is considered in a proceeding in equity by resolutions duly adopted (and not thereafter modified or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered rescinded) by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt unanimous vote of the Seller Required ConsentsBoard, such has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms the provisions of the DGCL and conditions(z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, subject the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary to applicable bankruptcyadopt this Agreement and approve the transactions contemplated by this Agreement, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawincluding the Merger.