Common use of Authority, Approval and Enforceability Clause in Contracts

Authority, Approval and Enforceability. This Agreement and the Transaction Agreements have been duly executed and delivered by the Company, and the Company has all requisite corporate power and legal capacity to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (each a “Lock-Up Agreement”), the Escrow Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement and the Escrow Agreement collectively, the “Transaction Agreements”), to issue and sell the Shares, the Conversion Shares and the Warrant Shares and to perform its obligations pursuant to the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designation. The Certificate of Designation has been filed with the State of Delaware. The execution and delivery of this Agreement and the Transaction Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on the part of the Company, any Subsidiary and their respective officers and directors on behalf of the Company or Subsidiary and all stockholders on behalf of each Subsidiary. No approval of the Company’s stockholders is required with the execution and delivery of this Agreement and the Transaction Agreements and the performance of the transactions contemplated hereby and thereby. This Agreement and each Transaction Agreement to which the Company is a party constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and the Transaction Agreements have has been duly executed and delivered by the CompanyWatsco, and Watsco has, and any Subsidiary of Watsco to become a party to any Ancillary Agreement will have at the Company has Closing, all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (or each a “Lock-Up Agreement”), the Escrow Ancillary Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement to be executed and the Escrow Agreement collectively, the “Transaction Agreements”)delivered by it, to issue consummate the transactions contemplated hereby and sell by the SharesAncillary Agreements, the Conversion Shares and the Warrant Shares and to perform its obligations pursuant to hereunder and under the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designation. The Certificate of Designation has been filed with the State of DelawareAncillary Agreements. The execution and delivery of this Agreement and the Transaction Ancillary Agreements to be executed and delivered by Watsco or any of its Subsidiaries in connection with the performance transactions provided for hereby and thereby, the consummation of the transactions contemplated hereby and thereby by the Ancillary Agreements, and the performance of their respective obligations hereunder and under the Ancillary Agreements have been been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized and approved by all necessary corporate or comparable action necessary on the part of the CompanyWatsco or such Subsidiary, any Subsidiary and their respective officers and directors on behalf of the Company or Subsidiary and all stockholders on behalf of each Subsidiary. No approval of the Company’s stockholders is required with the execution and delivery of this Agreement and the Transaction Agreements and the performance of the transactions contemplated hereby and therebyas applicable. This Agreement and each Transaction Ancillary Agreement to which the Company Watsco or any of its Subsidiaries is (or will become) a party constitutes constitutes, or in the case of the Ancillary Agreements, will constitute at the Closing, the legal, valid and binding obligation of the CompanyWatsco or such Subsidiary, as applicable, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and the Transaction Agreements have been duly executed and delivered by the Company, and the Company has all requisite corporate power and legal capacity to execute and deliver this Agreement, the Warrants, the Investors’ ' Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”--------- "INVESTORS RIGHTS AGREEMENT"), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (each a “Lock"LOCK-Up Agreement”UP --------- AGREEMENT"), the Escrow Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement and the Escrow Agreement collectively, the “Transaction "TRANSACTION Agreements”"), to issue and sell the Shares, the Conversion Shares and the Warrant Shares and to perform its obligations pursuant to the Transaction Agreements (including if required, issuance of the “"Registration Warrants,” “" "Key Man Warrants” " and/or the “Mxxxxxxx "Xxxxxxxx Warrants” " as defined in the Investors Rights Agreement) (the “Contingent Warrants”"CONTINGENT WARRANTS") and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”"CONTINGENT SHARES")) and the Certificate of Designation. The Certificate of Designation has been filed with the State of Delaware. The execution and delivery of this Agreement and the Transaction Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on the part of the Company, any Subsidiary and their respective officers and directors on behalf of the Company or Subsidiary and all stockholders on behalf of each Subsidiary. No approval of the Company’s 's stockholders is required with the execution and delivery of this Agreement and the Transaction Agreements and the performance of the transactions contemplated hereby and thereby. This Agreement and each Transaction Agreement to which the Company is a party constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ ' rights generally.

Authority, Approval and Enforceability. This Agreement and the Transaction Agreements have has been duly executed and delivered by the CompanyWatsco, and Watsco has, and any Subsidiary of Watsco to become a party to any Ancillary Agreement will have at the Company has Closing, all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (or each a “Lock-Up Agreement”), the Escrow Ancillary Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement to be executed and the Escrow Agreement collectively, the “Transaction Agreements”)delivered by it, to issue consummate the transactions contemplated hereby and sell by the SharesAncillary Agreements, the Conversion Shares and the Warrant Shares and to perform its obligations pursuant to hereunder and under the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designation. The Certificate of Designation has been filed with the State of DelawareAncillary Agreements. The execution and delivery of this Agreement and the Transaction Ancillary Agreements to be executed and delivered by Watsco or any of its Subsidiaries in connection with the performance transactions provided for hereby and thereby, the consummation of the transactions contemplated hereby and thereby by the Ancillary Agreements, and the performance of their respective obligations hereunder and under the Ancillary Agreements have been been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized and approved by all necessary corporate or comparable action necessary on the part of the CompanyWatsco or such Subsidiary, any Subsidiary and their respective officers and directors on behalf of the Company or Subsidiary and all stockholders on behalf of each Subsidiary. No approval of the Company’s stockholders is required with the execution and delivery of this Agreement and the Transaction Agreements and the performance of the transactions contemplated hereby and therebyas applicable. This Agreement and each Transaction Ancillary Agreement to which the Company Watsco or any of its Subsidiaries is (or will become) a party constitutes constitutes, or in the case of the Ancillary Agreements, will constitute at the Closing, the legal, valid and binding obligation of the CompanyWatsco or such Subsidiary, as applicable, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally. Each Subsidiary of Watsco has all requisite power and authority to perform the obligations applicable to it hereunder and under the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby.

Authority, Approval and Enforceability. This Agreement and the Transaction Agreements have been duly executed and delivered by the Company, and the Company (a) Blue Dolphin hereby represents that: (i) it has all requisite corporate power and legal capacity authority to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (each a “Lock-Up Agreement”), the Escrow Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement and the Escrow Agreement collectively, the “Transaction Agreements”), to issue and sell the Shares, the Conversion Shares and the Warrant Shares and to perform its obligations pursuant to any covenant and obligation required of it hereunder, (ii) the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designation. The Certificate of Designation has been filed with the State of Delaware. The execution and delivery of this Agreement and the Transaction Agreements by Blue Dolphin and the performance of the transactions contemplated hereby and thereby hereunder by Blue Dolphin have been duly and validly authorized and approved by all requisite corporate action necessary on the part of the Company, any Subsidiary and their respective officers and directors on behalf of the Company or Subsidiary and all stockholders on behalf of each Subsidiary. No approval of the Company’s stockholders is required with the execution and delivery of Blue Dolphin, (iii) this Agreement and the Transaction Agreements and the performance of the transactions contemplated hereby and thereby. This Agreement and each Transaction Agreement to which the Company is a party constitutes the legal, valid and binding obligation of the CompanyBlue Dolphin, enforceable against Blue Dolphin in accordance with its terms, except as such enforcement may be limited by general equitable principles or by subject to applicable bankruptcy, insolvency, moratorium, insolvency or other similar laws relating to or affecting the enforcement of creditors' rights generally and judicial decisions from time to time general principles of equity ("Creditors' Rights"), and (iv) at the Closing all documents required hereunder to be executed and delivered by Blue Dolphin will have been duly authorized, executed and delivered by Blue Dolphin and will constitute legal, valid and binding obligations of Blue Dolphin, enforceable against Blue Dolphin in effect which affect creditors’ rights generallyaccordance with its terms, subject to Creditors' Rights. (b) WBI hereby represents that: (i) it has all requisite corporate power and authority to execute and deliver this Agreement and to perform any covenant and obligation required of it hereunder, (ii) the execution and delivery of this Agreement by WBI and the performance of the transactions contemplated hereunder by WBI have been duly and validly approved by all requisite corporate action necessary on behalf of WBI, (iii) this Agreement constitutes the legal, valid and binding obligation of WBI, enforceable against WBI in accordance with its terms, subject to Creditors' Rights, and (iv) at the Closing all documents required hereunder to be executed and delivered by WBI will have been duly authorized, executed and delivered by WBI and will constitute legal, valid and binding obligations of WBI, enforceable against WBI in accordance with its terms, subject to Creditors' Rights.

Authority, Approval and Enforceability. This Agreement and the Transaction Agreements have been duly executed and delivered by the Company, and the (a) The Company has all requisite corporate power and legal capacity authority to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (each a “Lock-Up Agreement”), the Escrow Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement and the Escrow Agreement collectivelyAncillary Agreements to which the Company is or will be a party, the “Transaction Agreements”), to issue and sell the Shares, the Conversion Shares and the Warrant Shares and to perform its covenants and obligations pursuant hereunder and thereunder and to consummate the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) transactions contemplated hereby and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designation. The Certificate of Designation has been filed with the State of Delawarethereby. The execution and delivery by the Company of this Agreement and the Transaction Ancillary Agreements to which the Company is or will be a party, the performance by the Company of its covenants and obligations hereunder and thereunder, and the performance consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on the part Company Board and, except for the adoption of this Agreement by Shareholder as the Company, any Subsidiary and their respective officers and directors on behalf sole shareholder of the Company or Subsidiary and all stockholders on behalf of each Subsidiary. No approval of the Company’s stockholders is required with (which will be effective immediately following the execution and delivery of this Agreement Agreement) and the Transaction Agreements filing of the First Certificates of Merger and the Second Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA and the Secretary of State of the State of California pursuant to the CCC, no other corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is or will be a party, the performance by the Company of its covenants and obligations hereunder and thereunder, and/or the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and each Transaction Ancillary Agreement to which the Company is or will be a party constitutes has been or will be duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto or thereto, constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar Laws of general equitable applicability relating to or affecting creditors’ rights generally or by general principles of equity. (b) Each Shareholder Party has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such Shareholder Party is or will be a party, to perform such Shareholder Party’s covenants and obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Shareholder of this Agreement and the Ancillary Agreements to which the Shareholder is or will be a party, the performance by the Shareholder of its covenants and obligations hereunder and thereunder, and the consummation by the Shareholder of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the governing body of the Shareholder and, except for the filing of the First Certificates of Merger and the Second Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA and the Secretary of State of the State of California pursuant to the CCC, no other limited liability company proceedings or actions on the part of the Shareholder are necessary to authorize the execution and delivery by the Shareholder of this Agreement or the Ancillary Agreements to which the Shareholder is or will be a party, the performance by the Shareholder of its covenants and obligations hereunder and thereunder, and/or the consummation by the Shareholder of the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which each Shareholder Party is or will be a party has been or will be duly and validly executed and delivered by such Shareholder Party and, assuming the due authorization, execution and delivery by the other parties hereto or thereto, constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such Shareholder Party, enforceable against such Shareholder Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar Laws of general applicability relating to or similar laws and judicial decisions from time to time in effect which affect affecting creditors’ rights generallygenerally or by general principles of equity.

Authority, Approval and Enforceability. This Agreement and each Ancillary Agreement to which the Transaction Agreements have Company or any Existing Member is a party has been duly executed and delivered by the CompanyCompany or such Existing Member, as applicable, and the Company has and each Existing Member have all requisite corporate power and legal capacity to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (each a “Lock-Up Agreement”), the Escrow Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement and all Ancillary Agreements executed and delivered or to be executed and delivered by it in connection with the Escrow Agreement collectively, the “Transaction Agreements”)transactions provided for hereby, to issue consummate the transactions contemplated hereby and sell by the SharesAncillary Agreements to which it is a party, the Conversion Shares and the Warrant Shares and to perform its obligations pursuant hereunder and under the Ancillary Agreements to the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designationwhich it is a party. The Certificate of Designation has been filed with the State of Delaware. The execution execution, delivery and delivery performance of this Agreement and the Transaction Ancillary Agreements and the performance consummation by the Company and the Existing Members of the transactions contemplated hereby and thereby have been duly and validly authorized and and, if applicable, approved by all necessary limited liability company or corporate action necessary on the part of the Company and the Existing Members (including approval of the Company’s and the Existing Member’s managers, members and/or managing members, as applicable) and no other proceedings on the part of the Company, any Subsidiary and their respective officers and directors on behalf of the Company Acquired Subsidiary, or Subsidiary and all stockholders on behalf of each Subsidiary. No approval of the Company’s stockholders any Existing Member is required with the execution and delivery of necessary to authorize this Agreement and the Transaction Agreements and the performance of or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each Transaction Ancillary Agreement to which the Company or any Existing Member is a party constitutes constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyCompany or such Existing Member, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally. No action by (including any approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company and each Existing Member of this Agreement and the Ancillary Agreements to which it is a party or (b) consummation of the transactions contemplated hereby by the Company or each Existing Member.

Authority, Approval and Enforceability. This Agreement Each of Parent, Merger Sub I and the Transaction Agreements have been duly executed and delivered by the Company, and the Company Merger Sub II has all requisite corporate or limited liability company power and legal capacity authority to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (each a “Lock-Up Agreement”), the Escrow Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement and the Escrow Agreement collectivelyAncillary Agreements to which Parent, the “Transaction Agreements”)Merger Sub I or Merger Sub II is or will be a party, to issue and sell the Shares, the Conversion Shares and the Warrant Shares and to perform its respective covenants and obligations pursuant hereunder and thereunder and to consummate the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) transactions contemplated hereby and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designation. The Certificate of Designation has been filed with the State of Delawarethereby. The execution and delivery by each of Parent, Merger Sub I and Merger Sub II of this Agreement and the Transaction Ancillary Agreements to which Parent, Merger Sub I or Merger Sub II is or will be a party, the performance by it of its respective covenants and obligations hereunder and thereunder, and the performance consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the governing bodies of Parent, Merger Sub I and approved Merger Sub II and, except for the adoption of this Agreement by all corporate action necessary on Parent as the part sole stockholder of the Company, any Subsidiary Merger Sub I and their respective officers and directors on behalf of the Company or Subsidiary (after the Effective Time) and all stockholders on behalf as the sole member of Merger Sub II (each Subsidiary. No approval of the Company’s stockholders is required with which will be effected immediately following the execution and delivery of this Agreement) and the filing of the First Certificates of Merger and the Second Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA and with the Secretary of State of the State of California pursuant to the CCC, no other corporate action on the part of Parent, Merger Sub I or Merger Sub II is necessary to authorize the execution and delivery by each of Parent, Merger Sub I and Merger Sub II of this Agreement and the Transaction Ancillary Agreements and to which it is or will be a party, the performance by it of its respective covenants and obligations hereunder and thereunder and/or the consummation of the transactions contemplated hereby and thereby. This Agreement and each Transaction Agreement of the Ancillary Agreements to which the Company Parent, Merger Sub I or Merger Sub II is or will be a party constitutes has been or will be duly executed and delivered by each of Parent, Merger Sub I and Merger Sub II and, assuming the due authorization, execution and delivery by each of the other parties hereto or thereto, constitutes, or upon execution and delivery will constitute, a legal, valid and binding obligation of the Companyeach of Parent, Merger Sub I and Merger Sub II, enforceable against each of Parent, Merger Sub I and Merger Sub II in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar Laws of general applicability relating to or similar laws and judicial decisions from time to time in effect which affect affecting creditors’ rights generallygenerally or by general principles of equity.

Authority, Approval and Enforceability. This Agreement and the Transaction Agreements have has been duly executed and delivered by the Company, Parent and the Company Merger Sub. Each of Parent and Merger Sub has all requisite corporate power or limited liability company power, as the case may be, and legal capacity to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (each a “Lock-Up Agreement”), the Escrow Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by it in connection with the Escrow Agreement collectively, the “Transaction Agreements”)transactions provided for hereby, to issue consummate the transactions contemplated hereby and sell by the SharesCollateral Agreements, the Conversion Shares and the Warrant Shares and to perform its obligations pursuant to hereunder and under the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designation. The Certificate of Designation has been filed with the State of DelawareCollateral Agreements. The execution and delivery of this Agreement and the Transaction Collateral Agreements and the performance of the transactions contemplated hereby and thereby have has been duly and validly authorized and approved by all corporate or limited liability company action necessary on the part of the Company, any Subsidiary each of Parent and their respective officers and directors on behalf of the Company or Subsidiary and all stockholders on behalf of each Subsidiary. No Merger Sub (including approval of the Companyboard of directors or managers, as the case may be, of Parent and Merger Sub) and no other corporate proceedings or limited liability company proceedings, as the case may be, on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby. There is no applicable Legal Requirement or requirement of any other Person (including the Nasdaq National Market) which requires the approval or adoption by Parent’s stockholders is required with the execution and delivery of this Agreement and Agreement, the Transaction Agreements and the performance Merger or any of the other transactions contemplated hereby and therebyhereby. Parent has received the opinion of UBS Securities LLC, financial advisor to Parent, to the effect that, as of the date hereof, the Merger Price is fair to Parent from a financial point of view. This Agreement and each Transaction Collateral Agreement to which the Company Parent or Merger Sub is a party constitutes constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Companysuch party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and the Transaction Agreements have been duly executed and delivered by the Company, and the (a) The Company has all requisite corporate power and legal capacity authority to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (each a “Lock-Up Agreement”), the Escrow Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement and all Ancillary Agreements executed and delivered or to be executed and delivered by the Escrow Agreement collectively, Company in connection with the “Transaction Agreements”)transactions contemplated hereby, to issue consummate the transactions contemplated hereby and sell the Sharesthereby, the Conversion Shares and the Warrant Shares and to perform its the Company’s covenants and obligations pursuant to the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) hereunder and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designationthereunder. The Certificate of Designation has been filed with the State of Delaware. The execution execution, delivery, and delivery performance of this Agreement and the Transaction Ancillary Agreements and the performance consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action necessary on the part of the Company (including approval of the board of directors of the Company), any Subsidiary and their respective officers and directors no other corporate proceedings on behalf the part of the Company or Subsidiary are necessary to authorize the execution, delivery, and all stockholders on behalf of each Subsidiary. No approval of the Company’s stockholders is required with the execution and delivery performance of this Agreement and the Transaction Ancillary Agreements and or the performance consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company. Each Ancillary Agreement in which the Company is specified to be a party will be duly and validly executed and delivered by the Company. Assuming the due authorization, execution, and delivery by the other parties hereto or thereto, this Agreement and each Transaction Ancillary Agreement to which the Company is a party constitutes constitutes, or upon execution and delivery will constitute, the legal, valid valid, and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally. (b) The Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements executed and delivered or to be executed and delivered by the Seller in connection with the transactions provided for hereby, to perform the Seller’s covenants and obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and the Ancillary Agreements and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of the Seller, and no other corporate proceedings on the part of the Seller are necessary to authorize the execution, delivery, and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Seller. Each Ancillary Agreement in which the Seller is specified to be a party will be duly and validly executed and delivered by the Seller. Assuming the due authorization, execution, and delivery by the other parties hereto or thereto, this Agreement and each Ancillary Agreement to which the Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and the Transaction Agreements have has been duly executed and delivered by the CompanyBuyer, and Buyer has, and each of its Subsidiaries to become a party to an Ancillary Agreement will have at the Company has Closing, all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (and/or each a “Lock-Up Agreement”), the Escrow Ancillary Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement to be executed and the Escrow Agreement collectively, the “Transaction Agreements”)delivered by it, to issue consummate the transactions contemplated hereby and sell by the SharesAncillary Agreements, the Conversion Shares and the Warrant Shares and to perform its obligations pursuant to hereunder and under the Transaction Agreements (including if required, issuance of the “Registration Warrants,” “Key Man Warrants” and/or the “Mxxxxxxx Warrants” as defined in the Investors Rights Agreement) (the “Contingent Warrants”) and the shares of common stock pursuant to the exercise of such Contingent Warrants (the “Contingent Shares”)) and the Certificate of Designation. The Certificate of Designation has been filed with the State of DelawareAncillary Agreements. The execution and delivery of this Agreement and the Transaction Ancillary Agreements to be executed and delivered by Buyer or any of its Subsidiaries in connection with the performance transactions provided for hereby and thereby, the consummation of the transactions contemplated hereby and thereby by the Ancillary Agreements, and the performance of their respective obligations hereunder and under the Ancillary Agreements have been been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized and approved by all necessary corporate or comparable action necessary on the part of the CompanyBuyer or such Subsidiary, any Subsidiary and their respective officers and directors on behalf of the Company or Subsidiary and all stockholders on behalf of each Subsidiary. No approval of the Company’s stockholders is required with the execution and delivery of this Agreement and the Transaction Agreements and the performance of the transactions contemplated hereby and therebyas applicable. This Agreement and each Transaction Ancillary Agreement to which the Company Buyer or any of its Subsidiaries is (or will become) a party constitutes constitutes, or in the case of the Ancillary Agreements, will constitute at the Closing, the legal, valid and binding obligation of the CompanyBuyer or such Subsidiary, as applicable, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally. Each Subsidiary of Buyer has all requisite corporate or comparable power and authority to perform the obligations applicable to such Subsidiary hereunder and under the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby.

Authority, Approval and Enforceability. This Agreement and the Transaction Collateral Agreements have been duly executed and delivered by the Company, and the Company Holding. Holding has all requisite corporate power and legal capacity to execute and deliver this Agreement, the Warrants, the Investors’ Rights Agreement in substantially the form attached hereto as Exhibit E (the “Investors Rights Agreement”), the Management Lock-Up Agreements in substantially the form attached hereto as Exhibit F (each a “Lock-Up Agreement”), the Escrow Agreement (this Agreement, the Warrants the Investors Rights Agreement, each Lock-Up Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the Escrow Agreement collectivelytransactions provided for hereby, and, subject only to the “Transaction Agreements”)receipt of the Holding Stockholder Approval with respect to the Merger, to issue consummate the transactions contemplated hereby and sell by the Shares, the Conversion Shares and the Warrant Shares Collateral Agreements and to perform its obligations pursuant to hereunder and under the Transaction Agreements (including if requiredCollateral Agreements. The board of directors of Holding, issuance at a meeting duly called and held, has adopted resolutions effecting the Holding Recommendation, and such resolutions have not been amended or withdrawn. The Holding Stockholder Approval is the only vote or approval of the “Registration Warrants,” “Key Man Warrants” and/or holders of any class or series of capital stock of Holding, including the “Mxxxxxxx Warrants” as defined in Common Stock, necessary to adopt or approve this Agreement, the Investors Rights Agreement) (the “Contingent Warrants”) Merger and the shares other transactions contemplated hereby. Subject to receipt of common stock pursuant to the exercise of such Contingent Warrants (Holding Stockholder Approval, the “Contingent Shares”)) execution, delivery and the Certificate of Designation. The Certificate of Designation has been filed with the State of Delaware. The execution and delivery performance of this Agreement and the Transaction Collateral Agreements and the performance consummation by Holding of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action necessary on the part of the Company, any Subsidiary and their respective officers and directors on behalf of the Company or Subsidiary and all stockholders on behalf of each Subsidiary. No Holding (including approval of the Company’s stockholders is required with board of directors of Holding), and no other corporate proceedings on the execution and delivery part of Holding are necessary to authorize this Agreement and or the Transaction Agreements and the performance of Collateral Agreements, or to consummate the transactions contemplated hereby and therebyby this Agreement or the Collateral Agreements. This Agreement and each Transaction Collateral Agreement to which the Company Holding is a party constitutes constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyHolding, as applicable, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, moratorium or similar laws and judicial decisions from time to time in effect effect, which affect creditors’ rights generally.