Common use of Authority; Binding Nature of Agreement Clause in Contracts

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement. The Board of Directors of the Company has (a) determined that the Offer is fair to, and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Board of Directors of Agreement and, subject to the Company has (a) determined that the Offer is fair to, and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance adoption of this Agreement by the Companyholders of at least a majority in combined voting power of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), to consummate the Transactions. The Company Board has (a) approved and declared advisable this Agreement and the Merger, (b) determined that the Merger is in the best interests of the Company and its stockholders, (c) declared directed that this Agreement is advisable, be submitted to the stockholders of the Company for adoption and (d) resolved to make recommended that the Company’s stockholders vote in favor of the adoption of this Agreement (the “Company Board Recommendation”). As of the date of this Agreement, the Company Board RecommendationRecommendation has not been rescinded, modified or withdrawn. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to consummation of the Merger, obtaining the Requisite Company Stockholder Approval (if required under the DGCL) and the filing of a certificate of merger with respect to the appropriate merger documents as required by Merger with the DGCLSecretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Merger Sub, constitutes the legalvalid, valid legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency the Bankruptcy and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesEquity Exception.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Board of Directors of the Company Board, at a meeting duly called and held, has unanimously: (a) determined that this Agreement, the Offer is Offer, the Merger, the Top-Up Option and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Company’s 's stockholders, ; (b) duly and validly authorized and approved the execution, delivery and performance of this Agreement by the Company, ; (c) declared that this Agreement is advisable, ; and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval adoption of this Agreement by the holders of a majority of the then outstanding Company Shares (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of by Parent and Acquisition SubPurchaser, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Board board of Directors directors of the Company has unanimously: (a) determined that approved and declared advisable this Agreement and the Offer is fair totransactions contemplated hereby, including the Merger; and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared directed that this Agreement is advisable, be submitted to the stockholders of the Company for their adoption at the Company Stockholders Meeting and (d) resolved to make recommend that the stockholders of the Company Board Recommendationadopt this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite adoption of this Agreement by the holders of a majority of the shares of Company Common Stock outstanding on the record date established for the Company Stockholders Meeting (the “Company Stockholder Approval (if required under the DGCLApproval”) and the filing of the appropriate certificate of merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency insolvency, reorganization, moratorium and the relief of debtors, other laws affecting creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the requisite all necessary corporate right, power and authority to execute enter into and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement. The Board of Directors , subject to receipt of the Required Company has (a) determined that the Offer is fair to, and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board RecommendationStockholder Vote. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) Contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part subject to receipt of the Required Company or its Subsidiaries are necessary to authorize Stockholder Vote. The Company Board (at a meeting duly called and held) has, by the unanimous vote of all directors of the Company: (a) determined that this Agreement and the transactions contemplated hereby (Contemplated Transactions, including the Offer Mergers, are advisable and fair to, and in the Mergerbest interests of, the Company and its stockholders; (b) other thanauthorized and approved the execution, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) delivery and the filing performance of the appropriate merger documents as required this Agreement by the DGCL. This Company and approved the Mergers; and (c) recommended the adoption of this Agreement has been duly by the holders of Company Common Stock and validly executed and delivered on behalf of directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders Meeting, and, assuming subject to Section 5.2(c), such resolutions have not been rescinded, modified or withdrawn in any way. Assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Subby Parent, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency and insolvency, the relief of debtors, debtors and creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the requisite necessary corporate power and authority to execute enter into and deliver to perform its obligations under this Agreement andand to consummate the Contemplated Transactions, subject subject, in the case of the consummation of the Delaware Merger, only to obtaining the Requisite adoption of this Agreement by the Required Company Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations under this AgreementVote. The Board Company’s board of Directors of the Company has directors (at a meeting duly called and held) has: (a) unanimously determined that the Offer Delaware Merger is advisable and fair to, and in the best interests of, the Company’s Company and its stockholders, ; (b) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company, Company and unanimously approved the Delaware Merger; (c) declared that this Agreement is advisablesubject to any future Company Adverse Recommendation Change made in accordance with Section 5.2(f), and (d) resolved to make unanimously recommended the Company Board Recommendation. The execution and delivery adoption of this Agreement by the holders of Company Common Stock and the consummation directed that this Agreement be submitted for adoption by the Company’s stockholders at the Company Stockholders’ Meeting; and (d) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Delaware Merger or any of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCLContemplated Transactions. This Agreement has been duly and validly executed and delivered on behalf of by the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this AgreementAgreement and to consummate the transactions contemplated hereby. The Company’s Board of Directors of the Company has has: (a) determined that the Offer is and Merger are fair to, and in the best interests of, the Company’s stockholders, ; (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, ; (c) declared that this Agreement is advisable, ; and (d) resolved to make the Company Board Offer Recommendation and the Merger Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby (including the Offer and the Merger) by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval adoption of this Agreement by the holders of a majority of the then outstanding Company Shares (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered on behalf of by the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of by Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate right, power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Board board of Directors directors of the Company has (at a meeting duly called and held) as of the date of this Agreement has: (a) unanimously determined that the Offer Merger is fair to, and in the best interests of, the Company’s stockholders, Company and its shareholders; (b) unanimously determined that considering the financial position of the Company and Merger Sub, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of the Company to its creditors; (c) unanimously authorized and approved the execution, delivery and performance of this Agreement by the CompanyCompany and unanimously approved this Agreement, (c) declared that this Agreement is advisable, the Merger and the other Contemplated Transactions; and (d) resolved to make unanimously recommended the approval of this Agreement, the Merger and the other Required Approval Transactions by the holders of Company Ordinary Shares and directed that this Agreement, the Merger and the other Required Approval Transactions be submitted for consideration by the Company’s shareholders at the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Shareholders’ Meeting (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCLdefined in Section 5.2(b)). This Agreement has been duly and validly executed and delivered on behalf of by the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of by Parent and Acquisition Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, ; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute enter into and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Required Company Stockholder ApprovalVote, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement. The Board of Directors of Agreement and to consummate the Company has (a) determined that the Offer is fair toTransactions, and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have Transactions has been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on except for obtaining the part Required Company Stockholder Vote. The Board of Directors of the Company or its Subsidiaries are necessary to authorize (at a meeting duly called and held) has (a) determined that this Agreement and the transactions contemplated hereby (Transactions, including the Offer Merger, are advisable to, and in the best interest of, the Company and its stockholders, (b) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Merger, and (c) resolved to recommend that stockholders of the Company approve this Agreement and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Buyer, this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation obligations of the Company, Company and is enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company VIA and each VIA Subsidiary has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this AgreementAgreement and, subject to obtaining the Required VIA Stockholder Vote, to consummate the Contemplated Transactions. The Board of Directors of the Company has VIA (at one or more meetings duly called and held) has: (a) determined that this Agreement and the Offer Merger is advisable and fair to, to and in the best interests of, the Company’s of VIA and its stockholders, ; (b) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement by and the CompanyContemplated Transactions, including the Merger; and (c) declared that this Agreement is advisable, and (d) resolved to make recommended the Company Board Recommendation. The execution and delivery adoption of this Agreement by the Company holders of VIA Common Stock and the consummation by the Company of the transactions contemplated hereby (including the Offer VIA Preferred Stock and the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize directed that this Agreement and be submitted for consideration by VIA’s stockholders at the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite VIA Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCLMeeting. This Agreement has been duly and validly executed and delivered on behalf of the Company and, by VIA and assuming the due authorization, execution and delivery of this Agreement on behalf of Parent by Corautus and Acquisition Merger Sub, constitutes the legal, valid and binding obligation of the CompanyVIA, enforceable against the Company VIA in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, ; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the VIA Stockholder Voting Agreements, the Board of Directors of VIA approved the VIA Stockholder Voting Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. (a) The Company has the requisite corporate all necessary right, power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Board of Directors of Agreement and under each other agreement, document or instrument referred to in or contemplated by this Agreement to which the Company has (a) determined that the Offer is fair to, or will be a party; and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer this Agreement and the Merger) of each such other agreement, document and instrument have been duly authorized by all necessary corporate action on the part of the CompanyCompany and its board of directors and, and no other corporate proceedings on assuming the part of the Company or its Subsidiaries Required Merger Stockholder Votes are necessary to authorize obtained as contemplated by this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect prior to the MergerEffective Time, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCLits stockholders. This Agreement has been duly and validly executed each other agreement, document and delivered on behalf of instrument referred to in or contemplated by this Agreement to which the Company andis a party, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent by the other parties hereto and Acquisition Subthereto, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, ; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The Company’s board of directors has: (i) unanimously determined that the Mergers are advisable and fair and in the best interests of the Company and its stockholders; (ii) unanimously recommended the adoption of this Agreement by the holders of Company Capital Stock and directed that this Agreement and the Mergers be submitted for consideration by the Company’s stockholders; and (iii) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Mergers or any of the other transactions contemplated by this Agreement.

Authority; Binding Nature of Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement, including the affirmative vote of holders of at least 75% of Company Capital Stock (the “Required Company Shareholder Vote”) obtained within 12 hours of the date of this Agreement via the Written Consent pursuant to Section 603 of the California Law, to consummate the Mergers and the transactions contemplated by this Agreement. The Board Written Consent (i) adopts this Agreement and approves Merger I, and (ii) acknowledges that the adoption and approvals are irrevocable and result in the waiver of Directors any right of such shareholders to demand appraisal in connection with Merger I pursuant to the California Law. As of the date of this Agreement, the Company Board (at a meeting duly called and held) has (a) determined that the Offer is Mergers are advisable and fair to, and in the best interests of, of the Company’s stockholdersCompany and its shareholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the CompanyCompany and approved the Mergers, and (c) declared that this Agreement is advisable, and (d) resolved to make recommended the Company Board Recommendation. The execution and delivery adoption of this Agreement by the Company Shareholders and the consummation directed that this Agreement be submitted for consideration by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized Shareholders by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCLWritten Consent. This Agreement has been duly and validly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of this Agreement on behalf of Parent by Parent, Merger Sub I and Acquisition SubMerger Sub II, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Company Board of Directors of the Company has unanimously (a) approved, adopted and declared advisable this Agreement and the Transactions, including the Offer and the Merger, (b) determined that the Transactions, including the Offer is fair toand the Merger, and are in the best interests of, of the Company’s Company and its stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared agreed that this Agreement is advisablewill be effected under Section 251(h) of the DGCL, and (d) resolved to make recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer. As of the date hereof, the Company Board RecommendationRecommendation has not been rescinded, modified or altered in any way. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer Merger and the Merger) other Transactions have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement the execution, delivery and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required performance by the DGCLCompany of this Agreement. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.. Table of Contents

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute enter into and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Required Company Stockholder ApprovalVote, to consummate the transactions contemplated hereby and to perform its obligations under this AgreementAgreement and to consummate the Transactions. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that this Agreement, the Offer is fair Support Agreements and the Transactions, including the Offer, the Merger and the other transactions contemplated by this Agreement and the Support Agreements are advisable to, and in the best interests interest of, the Company’s Company and its stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of this Agreement and the transactions contemplated hereby (consummation of the Transactions, including the Offer and the Merger, (c) resolved to recommend that the stockholders of the Company tender their shares to Parent pursuant to the Offer, and, if applicable, approve the adoption of this Agreement and the Merger, and (d) authorized and approved the Top-Up Option and the issuance of the Top-Up Option Shares, which resolutions, subject to Section 6.1, have not been subsequently withdrawn or modified in a manner adverse to Parent. This Agreement have been duly authorized executed and delivered by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of by Parent and Merger Sub, this Agreement on behalf of Parent and Acquisition Sub, constitutes constitute the legal, valid and binding obligation obligations of the Company, Company and are enforceable against the Company in accordance with its their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Company Board of Directors of the Company has (a) approved and declared advisable this Agreement and the Transactions, including the Offer and the Merger, (b) determined that the Transactions, including the Offer is fair toand the Merger, and are in the best interests of, of the Company’s Company and its stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared agreed that this Agreement is advisablewill be effected under Section 251(h) of the DGCL, and (d) resolved to make recommend that the stockholders of the Company Board Recommendationaccept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer and (e) authorized the Company and its officers to take any and all reasonable actions to further the foregoing objectives and the covenants of the Company set forth in this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) Merger have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement the execution, delivery and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required performance by the DGCLCompany of this Agreement. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this AgreementAgreement and to consummate the Merger and the other transactions contemplated hereby. The Company Board of Directors of the Company has has: (a) determined that the Offer Merger is fair to, and in the best interests of, the Company’s Company and its stockholders, (b) authorized approved and approved the execution, delivery and performance of declared advisable this Agreement by and the Companytransactions contemplated hereby, including the Merger, and resolved to recommend that the stockholders of the Company adopt this Agreement (such approval, declaration and recommendation, collectively, the “Company Recommendation”) and (c) declared directed that this Agreement is advisable, and (d) resolved be submitted to make the stockholders of the Company Board Recommendationfor their adoption at the Company Stockholders Meeting. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under adoption of this Agreement by the DGCL) and the filing holders of a majority of the appropriate merger documents as required by shares of Company Common Stock outstanding on the DGCLrecord date established for the Company Stockholders Meeting (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency insolvency, reorganization, moratorium and the relief of debtors, other laws affecting creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesremedies ((i) and (ii), the “Remedies Exception”).

Authority; Binding Nature of Agreement. (a) The Company has the requisite corporate right, power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement and, to the extent it is a party thereto, each other agreement, document, instrument or certificate contemplated by this Agreement, or to otherwise be executed by it, or any of them, in connection with the consummation of the Contemplated Transactions, and to consummate the Contemplated Transactions. The Company Board of Directors of the Company (at a meeting duly called and held or via unanimous written consent) has (a) determined that the Offer is fair to, and in the best interests of, the Company’s stockholders, (b) unanimously authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared Company and approved the Merger in the manner required by applicable Legal Requirements. The Company Board has unanimously determined that this Agreement the Merger is advisableadvisable and fair to, and (d) resolved to make in the best interests of the Company Board Recommendation. The execution and delivery its stockholders, and recommended the adoption of this Agreement by the Company Stockholders and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize directed that this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required Merger be approved by the DGCLCompany Stockholders. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming Assuming the due authorization, execution and delivery of this Agreement on behalf of Parent by Xxxxxx and Acquisition Merger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws Legal Requirements of general application relating to bankruptcy, insolvency and insolvency, the relief of debtors, debtors and creditors’ rights generally; and (ii) rules of law Legal Requirements governing specific performance, injunctive relief and other equitable remedies. (b) Prior to the Closing Date, the Company has, in accordance with the DGCL and the Company’s Certificate of Incorporation and bylaws, obtained the Stockholder Consent executed by Company Stockholders holding one hundred percent (100%) of the Company Common Stock. The Stockholder Consent is the only approval of the holders of any Company Common Stock required under the DGCL, the Company’s Certificate of Incorporation, bylaws and any agreements among the Company and its stockholders to approve of the Merger and other Contemplated Transactions, and remains in full force and effect as of the Closing Date.

Authority; Binding Nature of Agreement. The Company and each of its Subsidiaries has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Board of Directors of the Company has (at one or more meetings duly called and held) has: (a) determined that the Offer Merger is advisable and fair to, to and in the best interests of, of the Company’s Company and its stockholders, ; (b) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement by and the Companytransactions contemplated hereby, including the Merger; and (c) declared that this Agreement is advisable, recommended the adoption and (d) resolved to make the Company Board Recommendation. The execution and delivery approval of this Agreement by the holders of Company Common Stock and the consummation by the Company of the transactions contemplated hereby (including the Offer Preferred Stock and the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize directed that this Agreement and the transactions contemplated hereby (including Merger be submitted for consideration by the Offer and Company’s stockholders in connection with the Merger) other than, with respect to seeking of the Merger, obtaining the Requisite Company Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCLdefined below). This Agreement has been duly and validly executed and delivered on behalf of by the Company and, and assuming the due authorization, execution and delivery of this Agreement on behalf of Parent by Tranzyme and Acquisition Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, ; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Prior to the execution of the Voting Agreements by the Company’s stockholders, the Board of Directors of the Company approved the Voting Agreements and the transactions contemplated thereby.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement and to consummate the Transactions. Prior to the date of this Agreement. The , at a meeting duly called, convened and held in accordance with the certificate of incorporation and bylaws of the Company, the members of the Board of Directors of participating in the Company has decision unanimously (a) determined that this Agreement and the Transactions, including the Offer is and the Merger, are fair to, and in the best interests interest of, the Company’s Company and its stockholders, (b) authorized and declared it advisable to enter into this Agreement, (c) approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of this Agreement and the transactions contemplated hereby (consummation of the Transactions, including the Offer and the Merger, (d) have been duly authorized by all necessary corporate action on resolved that the part Merger shall be effected pursuant to Section 251(h) of the Company, DGCL and no other corporate proceedings on (e) resolved to recommend that the part stockholders of the Company tender their Shares to Parent or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other thanPurchaser, with respect as applicable, pursuant to the MergerOffer, obtaining in each case on the Requisite Stockholder Approval (if required under terms and subject to the DGCL) and conditions of this Agreement. The resolutions in the filing of the appropriate merger documents as required by the DGCLforegoing sentence, subject to Section 6.1, have not been rescinded, withdrawn, or modified. This Agreement has been duly and validly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Pxxxxx and Purchaser, this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcyor affecting creditors’ rights, insolvency and by general equitable principles. No vote of the Company’s stockholders or any holder of Shares is necessary to authorize or adopt this Agreement or to consummate the Transactions, and, except for the filing of the certificate of merger with the Secretary of State of the State of Delaware, no other corporate actions or proceedings on the part of the Company are necessary to authorize the execution and delivery of and performance under this Agreement and the relief consummation of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesthe Transactions.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations under this AgreementAgreement and, subject to receipt of the Stockholder Approval, to consummate the Transactions. The Board of Directors Directors, upon the recommendation of the Company Special Committee, has unanimously (a) determined that this Agreement and the Offer is Transactions, including the Merger, are fair to, and in the best interests interest of, the Company’s Company and its stockholders, ; (b) authorized and declared it advisable to enter into this Agreement; (c) adopted this Agreement, approved the execution, delivery and performance by the Company of this Agreement and, subject to receiving the Stockholder Approval, the consummation of the Transactions, including the Merger; (d) on the terms and subject to the conditions set forth in this Agreement, directed that this Agreement be submitted to the stockholders of the Company to be approved; and (e) resolved to recommend the approval of this Agreement by the Companystockholders of the Company in accordance with the NRS (collectively, (c) declared that this Agreement is advisable, and (d) resolved to make the “Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCL”). This Agreement has been duly and validly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Parent and Merger Sub, this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcy, insolvency and the relief of debtorsor affecting creditors’ rights, and (ii) rules of law governing specific performance, injunctive relief and other by general equitable remediesprinciples.

Authority; Binding Nature of Agreement. The Each Acquired Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this AgreementAgreement and the Ancillary Agreements to which it is a party. The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party and, subject to the Required Company Stockholder Vote, which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and other action on the part of the Company. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Offer Merger is advisable and fair to, and in the best interests of, of the Company’s Company and its stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the CompanyCompany and approved the Merger, and (c) declared that this Agreement is advisable, and (d) resolved to make recommended the Company Board Recommendation. The execution and delivery adoption of this Agreement by the Company Stockholders and the consummation directed that this Agreement be submitted for consideration by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized Stockholders by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCLwritten consent. This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company (a) NSTAR has the requisite corporate legal capacity, power and authority (including full corporate or similar power and authority) to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Board Agreement and, subject to the receipt of Directors of NSTAR Shareholder Approval, to consummate the Company has (a) determined that Merger and the Offer is fair to, and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendationother transactions contemplated hereby. The execution and delivery of this Agreement by the Company NSTAR and the consummation by the Company NSTAR of the Merger and of the other transactions contemplated hereby (including the Offer and the Merger) by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby NSTAR (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval receipt of NSTAR Shareholder Approval). (if required under b) NSTAR’s Board of Trustees has (i) determined that the DGCL) Merger is in the best interests of, and is advisable to, NSTAR and the filing NSTAR Shareholders, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) resolved to make the NSTAR Recommendation. Except in connection with a NSTAR Adverse Recommendation Change in accordance with Section 5.4, such resolutions of the appropriate merger documents as required by the DGCL. NSTAR’s Board of Trustees have not been rescinded, modified or withdrawn in any way. (c) This Agreement has been duly and validly executed and delivered on behalf of the Company and, assuming the due authorization, execution by NSTAR and delivery of this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the CompanyNSTAR, enforceable against the Company NSTAR in accordance with its terms, subject to (i) laws Laws of general application relating to bankruptcy, insolvency and the relief of debtors, debtors and (ii) rules of law Law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. (a) The Company has the requisite corporate all necessary right, power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Board of Directors of Agreement and under each other agreement, document or instrument referred to in or contemplated by this Agreement to which the Company has (a) determined that the Offer is fair to, or will be a party; and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer this Agreement and the Merger) of each such other agreement, document and instrument have been duly authorized by all necessary corporate action on the part of the CompanyCompany and its board of directors and, and no other corporate proceedings on assuming the part of the Company or its Subsidiaries Required Merger Stockholder Votes are necessary to authorize obtained as contemplated by this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect prior to the MergerEffective Time, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCLits stockholders. This Agreement has been duly and validly executed each other agreement, document and delivered on behalf of instrument referred to in or contemplated by this Agreement to which the Company andis a party, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent by the other parties hereto and Acquisition Subthereto, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, ; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The Company’s board of directors has: (i) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders; (ii) unanimously recommended the adoption of this Agreement by the holders of Company Capital Stock and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders; and (iii) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement.

Authority; Binding Nature of Agreement. The Company has the all requisite corporate right, power and authority to execute execute, deliver and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations under this AgreementAgreement and to consummate the Merger, subject only to adoption of this Agreement by the Requisite Stockholder Approval (as defined in Section 2.22). The Board of Directors Each of the Company Board and the Special Committee (at meetings duly called and held) as of the date of this Agreement has unanimously: (a) determined that the Offer Merger is fair to, and in the best interests of, the Company’s Company and its stockholders, ; and (b) declared this Agreement and the Merger advisable. The Company Board (at a meeting duly called and held), acting upon the unanimous recommendation of the Special Committee, as of the date of this Agreement has unanimously: (i) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize approved this Agreement and the transactions contemplated hereby Merger; and (including ii) recommended the Offer adoption of this Agreement and the Merger) other than, with respect to approval of the Merger, obtaining Merger by the Requisite Stockholder Approval (if required under the DGCL) holders of Company Common Stock and directed that this Agreement and the filing of the appropriate merger documents as required Merger be submitted for consideration by the DGCLCompany’s stockholders at the Company Stockholders’ Meeting (as defined in Section 5.2(a)). This Agreement has been duly and validly executed and delivered on behalf of by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement on behalf of Parent and Acquisition SubAgreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (iA) laws of general application relating to bankruptcy, insolvency and the relief of debtors, ; and (iiB) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations under this AgreementAgreement and to consummate the Transactions, subject to obtaining the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock voting to approve and adopt this Agreement and the Merger at the Stockholder Meeting (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of the holders of any of the Company’s capital stock necessary in connection with the consummation of the Transactions and the Merger. The Board of Directors of the Company has (ai) determined that this Agreement and the Offer is Transactions, including the Merger, are fair to, and in the best interests interest of, the Company’s Company and its stockholders, (bii) authorized and declared it advisable to enter into this Agreement, (iii) approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (consummation of the Transactions, including the Offer Merger and (iv) resolved to recommend that the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing stockholders of the appropriate merger documents Company approve the adoption of this Agreement (the preceding clauses (i) through (iv), the “Company Board Recommendation”), which resolutions, subject to Section 6.1, have not been subsequently withdrawn or modified in a manner adverse to Parent as required by of the DGCLdate of this Agreement. This Agreement has been duly and validly executed and delivered on behalf of by the Company andCompany, and assuming the due authorization, execution and delivery of by Xxxxxx and Merger Sub, this Agreement on behalf of Parent and Acquisition Sub, constitutes the legal, valid and binding obligation of the Company, Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application applicability relating to bankruptcy, insolvency and the relief of debtorsor affecting creditors’ rights, and (ii) rules of law governing specific performance, injunctive relief and other by general equitable remediesprinciples.

Authority; Binding Nature of Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Board of Directors Agreement and, subject to receipt of the Required Company has (a) determined that the Offer is fair to, and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect to the Merger, obtaining the Requisite Stockholder Shareholder Approval (if required under the DGCL) and the filing and recordation of the appropriate merger documents as required by the DGCLCompanies Law, to consummate the Contemplated Transactions. The Company Board (at meetings duly called and held) has: (i) determined that the Contemplated Transactions are fair to, advisable and in the best interests of the Company and its shareholders; (ii) authorized, approved and declared advisable this Agreement and the Contemplated Transactions in accordance with the requirements of the Companies Law; (iii) determined that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors; and (iv) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the shareholders of the Company vote or act via written consent to approve this Agreement and the Contemplated Transactions. This Agreement has been duly and validly executed and delivered on behalf of by the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of by Parent and Acquisition Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws the Enforceability Exceptions. Prior to the execution of general application relating to bankruptcythe Company Shareholder Support Agreements, insolvency the Company Board approved the Company Shareholder Support Agreements and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remediestransactions contemplated thereby.

Authority; Binding Nature of Agreement. Inapplicability of Anti-takeover Statutes. The Company has the requisite corporate absolute and unrestricted right, power and authority to execute and deliver this Agreement and, subject in the case of the consummation of the Merger, to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby enter into and to perform its obligations under this Agreement. The Board of Directors of Agreement and the Transaction Documents to which the Company has (a) determined that the Offer is fair to, or will be a party; and in the best interests of, the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, and (d) resolved to make the Company Board Recommendation. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer this Agreement and the Merger) Transaction Documents to which the Company is or will be a party have been duly authorized by all necessary corporate action on the part of the CompanyCompany and its board of directors and, and no other corporate proceedings prior to the Effective Time, will be duly authorized by all necessary action on the part of the Company or its Subsidiaries are necessary to authorize this shareholders. This Agreement and the transactions contemplated hereby (including the Offer and the Merger) other than, with respect Transaction Documents to the Merger, obtaining the Requisite Stockholder Approval (if required under the DGCL) and the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered on behalf of which the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Sub, is or will be a party constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to to: (i) laws of general application relating to bankruptcy, insolvency insolvency, moratorium, reorganization and the relief of debtors, ; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.. The Company’s board of directors has: (i) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its shareholders; (ii) unanimously recommended the approval of this Agreement by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company’s shareholders; and