Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject to the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled then-outstanding Shares, if and to be cast the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Purchaser, constitutes the legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its terms. Prior to the execution of this Agreement, subjectthe Board has taken all action necessary to exempt under or make not subject to the provisions of Section 203 of the DGCL or any provision of the Certificate of Incorporation and the By-Laws of the Company that would require any corporate approval other than that otherwise required by the DGCL: (i) the execution of this Agreement, as (ii) the Offer, (iii) the Merger and (iv) the other transactions contemplated by this Agreement. Prior to enforceabilitythe execution of this Agreement, the Board has unanimously approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to bankruptcy, insolvency, reorganization and other laws any of general applicability relating to or affecting creditors, rights and to general principles of equitythe Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby (subject to the approval by this Agreement. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby by this Agreement (other than with respect to the Merger, the approval and adoption of this Agreement and the Merger by the affirmative vote of the holders of a majority of the votes Company Common Stock (the "Company Stockholders' Approval") entitled to be cast vote on the matter (the "Company Stockholders' Vote"), and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. The Board has approved this Agreement, subject, as the Merger and the other transactions contemplated herein and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equitythe Merger.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Mergers, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Acquiror, First Merger Sub and Second Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Mergers, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Mergers or the other Transactions.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject with respect to the Merger to approval of the Merger and this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast represented by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationShares). This The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the affirmative vote of no fewer than 4/5ths of the duly elected, qualified and acting members of the Board of Directors of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (so contemplated, other than (with respect to the Merger) the approval of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast represented by the holders Shares, voting together as one class, and no separate vote of the Preferred Shares in accordance with the DGCL and the Company's Certificate of Incorporation)will be required for such approval. This Agreement has been duly and validly executed and delivered by the Company Company, and, assuming this Agreement constitutes the a valid and binding agreement obligation of Acquiroreach of Parent and Acquisition Sub, constitutes the a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors, ' rights and to general principles of equitygenerally.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution, delivery and performance of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than than, with respect to the Merger, the approval of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled outstanding shares if and to be cast the extent required by the holders of Shares in accordance with the DGCL DGCL, and the Company's Certificate filing of Incorporationappropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery hereof by Newco, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject, . The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby (including but not limited to the Debt Offer and the Merger) so as to enforceabilityrender inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision). The Board of Directors of the Company has approved the Voting Agreement and the transactions contemplated thereby so as to render inapplicable thereto the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision). As a result of the foregoing actions, the only vote required to bankruptcy, insolvency, reorganization and other laws authorize the Merger is the affirmative vote of general applicability relating to or affecting creditors, rights and to general principles a majority of equitythe outstanding shares of Company Common Stock.

Authority Relative to this Agreement. (a) The Company has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject to the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)hereby. This Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than than, with respect to the Merger, the approval and adoption of this Agreement by the stockholders of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares Company, including Newco, in accordance with Section 251 of the DGCL and the Company's Certificate of IncorporationDGCL, if necessary). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of AcquirorParent and Newco, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws of general applicability now or hereafter in effect relating to or affecting creditors, ’ rights generally and to (ii) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Board has duly and validly approved and taken all corporate action required to be taken by the Board for the consummation of the transactions, including the Offer, the acquisition of Shares pursuant to the Offer and the Merger, contemplated herein, including but not limited to all actions required to render the provisions of Section 203 of the DGCL regarding business combinations with “interested stockholders” inapplicable to such transactions.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval of the Merger Transactions. The execution and delivery by the affirmative vote Company of this Agreement and the holders of other Transaction Documents to which it is or will at the Closing be a majority of party, the votes entitled to be cast performance by the holders Company of Shares in accordance with the DGCL its obligations hereunder and the Company's Certificate of Incorporation). This Agreement thereunder and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by the other party or parties thereto, constitutes the (or will then constitute) a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board Approval is sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder, and, subject to receipt of the Company shareholders' approval and the required statutory approvals, to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than than, with respect to the Merger, the approval of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by outstanding shares of Company Common Stock and the holders of Shares a majority of the outstanding shares of Company Preferred Stock entitled to vote with respect thereto at the Company Shareholders' Meeting (as defined in accordance with Section 7.01), the DGCL filing of the Certificate of Merger, and the Company's Certificate filing and recordation of Incorporationthe Agreement of Merger as required by California Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by the Parent, constitutes the legal, valid and binding agreement obligation of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as except to enforceability, to the extent that enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other laws of general applicability relating to or affecting creditors, rights and to general by principles of equityequity regarding the availability of remedies.

Authority Relative to this Agreement. The Each of the Company and Holdings has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Requisite Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of this Agreement by each of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL Company and the Company's Certificate of Incorporation). This Agreement Holdings and the consummation by each of the Company and Holdings of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company or Holdings are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the Mergers, the Requisite Company Stockholder Approval, which the Written Consent shall satisfy, the approval and adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast then outstanding shares of Holdings Common Stock and the filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and Holdings and, assuming this Agreement the due authorization, execution and delivery by SPAC and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the CompanyCompany and Holdings, enforceable against the Company and Holdings in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Mergers, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Mergers or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and, subject in the case of consummation of the Merger to obtaining the Company Stockholder Approval (as defined in Section 5.02), to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than the approval of the Merger and the adoption of this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares Company's stockholders in accordance with the DGCL and the filing and recording of appropriate merger documents consistent with this Agreement as required by the DGCL). As of the date hereof, the Board of Directors of the Company has declared that it is advisable and in the best interests of the Company's Certificate stockholders for the Company to enter into this Agreement and to consummate the Merger upon the terms and subject to the conditions of Incorporation)this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement Agreement, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Novus and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Requisite Approval, to consummate the transactions contemplated hereby (subject to the approval of the Merger Transactions. The execution and delivery by the affirmative vote Company of this Agreement and the holders of other Transaction Documents to which it is or will at the Closing be a majority of party, the votes entitled to be cast performance by the holders Company of Shares in accordance with the DGCL its obligations hereunder and the Company's Certificate of Incorporation). This Agreement thereunder and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationRequisite Approval). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company Company, and, assuming this Agreement the due authorization, execution and delivery by the other party or parties thereto (other than PubCo), constitutes the (or will then constitute) a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company it in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws Laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). To the knowledge of the Company, no takeover statute is applicable to or affecting creditors, rights and to general principles of equitythe Transactions.

Authority Relative to this Agreement. The Company has ------------------------------------ the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject to the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL BCA and the Company's Certificate Articles of Incorporation). This Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL BCA and the Company's Certificate Articles of Incorporation). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, ' rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by GigCapital5 and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution, delivery and performance of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than than, with respect to the Merger, the approval of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled outstanding shares of Company Common Stock if and to be cast the extent required by applicable law, and the filing of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery hereof by Parent and Purchaser, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against 15 11 the Company in accordance with its terms, subject, . The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby (including but not limited to the Offer and the Merger) so as to enforceabilityrender inapplicable hereto and thereto (a) the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision) and (b) the supermajority stockholder voting requirements of Article VII of the Certificate of Incorporation. As a result of the foregoing actions, the only vote required to bankruptcy, insolvency, reorganization and other laws authorize the Merger is the affirmative vote of general applicability relating to or affecting creditors, rights and to general principles a majority of equitythe outstanding Shares.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Merger. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Merger have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Merger (other than than, with respect to the Merger, the approval of this Agreement and the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast then-outstanding Shares, (“Company Stockholder Approval”), and the filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. The Board has unanimously approved this Agreement and the Merger and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger. To the knowledge of the Company, subject, as no other state takeover statute is applicable to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equitythe Merger.

Authority Relative to this Agreement. The Company has the requisite ------------------------------------ all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby Transactions (subject to the approval of except that the Merger requires Stockholder Approval (as defined below)). The execution and delivery of this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized and approved by the Board of Directors of and the Company Special Committee and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby Transactions (other than the approval of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes then outstanding shares of Common Stock and Exchangeables Shares, in each case, entitled to be cast vote thereon, voting together as a single class, to the extent required by applicable law ("Stockholder ----------- Approval")). No corporate proceedings on the part of IVI Checkmate Ltd. are -------- necessary in connection with this Agreement or the consummation of the Transactions (other than the approval of the Resolution by the holders affirmative vote of Shares two-thirds of the votes cast in accordance with the DGCL and the Company's Certificate of Incorporationrespect thereof). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes the a valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby (subject to the approval by this Agreement. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement, have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby by this Agreement (other than with respect to the Merger, the approval and adoption of this Agreement and the Merger by the affirmative vote of the holders of a majority of the votes voting power of the then outstanding Company Common Shares entitled to be cast vote on the matter (the "Company Stockholders' Vote")), and the filing of the Certificate of Merger with the Secretary of State of Delaware as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (hereby, other than the approval of the Merger this Agreement by the affirmative holders a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the New Hampshire Law and the Company Articles and the Company By-Laws (the "Requisite Company Vote"). The Requisite Company Vote is the only vote of the holders of a majority any class or series of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)capital stock necessary (under the Company Articles and the Company By-Laws, the New Hampshire Law, other applicable law or otherwise) to approve this Agreement and the Merger. The Board has adopted this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Acquisition Sub, as applicable, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all ------------------------------------ necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby Transactions (subject to the approval of except that the Merger requires Stockholder Approval (as defined below)). The execution and delivery of this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized and approved by the Board of Directors of and the Company Special Committee and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby Transactions (other than the approval of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes then outstanding shares of Common Stock and Exchangeables Shares, in each case, entitled to be cast vote thereon, voting together as a single class, to the extent required by applicable law ("Stockholder Approval")). No -------------------- corporate proceedings on the part of IVI Checkmate Ltd. are necessary in connection with this Agreement or the consummation of the Transactions (other than the approval of the Resolution by the holders affirmative vote of Shares two-thirds of the votes cast in accordance with the DGCL and the Company's Certificate of Incorporationrespect thereof). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes the a valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to including the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationMerger). This The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary action on the Board of Directors part of the Company (including the approval by its Members, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than pursuant to the approval Florida Act and the terms and conditions of this Agreement. The Merger and the Merger adoption of this Agreement have been approved by the affirmative vote of all of the holders of a majority of the votes entitled to be cast by the holders of Shares Company Membership Interests in accordance with the DGCL Florida Act and the Company's Certificate of IncorporationOperating Agreement (the “Requisite Member Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of Acquirordelivery thereof by the other parties hereto, constitutes the valid legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other laws of general applicability relating to or affecting creditors, rights and to by general principles of equity.

Authority Relative to this Agreement. The Company or its applicable Subsidiary has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval each of the Merger Gastrodiagnostic Business Distribution, the Second Spin and Distribution and the Company Reorganization and the Merger. The execution and delivery of this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company or its applicable Subsidiary of the transactions contemplated hereby Gastronomic Business Distribution, the Second Spin and Distribution, the Company Reorganization and the Merger have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company or such Subsidiary, and no other corporate proceedings on the part of the Company or such Subsidiary are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Merger (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders outstanding shares of Shares in accordance with the DGCL Company Capital Stock (“Company Securityholder Approval”) and the Company's Certificate filing and recordation of Incorporationappropriate merger documents as required by DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability application relating to or affecting creditorsthe public policy, rights bankruptcy, insolvency and to general principles relief of equitydebtors and rules of law governing specific performance, injunctive relief and other equitable remedies. The Board of the Company has approved this Agreement and the Merger.

Authority Relative to this Agreement. RECOMMENDATION. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than the adoption and approval of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast outstanding shares of the Class A Common Stock voting as a class, by the holders of Shares a majority of the outstanding shares of the Class B Common Stock voting as a class, and by the holders of a majority of the outstanding shares of the Company Common Stock entitled to vote in accordance with the DGCL Delaware Law and the Company's Certificate of IncorporationIncorporation and Bylaws). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by DHI, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms. The Company Board has, subjectat a meeting duly called and held at which all directors of the Company were present, as duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement and the Merger in accordance with the Delaware Law and the Company's certificate of incorporation and by-laws, (ii) determining that this Agreement and the Merger are fair to enforceabilityand in the best interests of the stockholders of the Company, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.(iii) determining that the consideration to

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by TortoiseCorp and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company Buyer has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and the Undertaking and Indemnity Agreement and to consummate the transactions contemplated hereby (subject to the approval and thereby. The execution and delivery of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Undertaking and Indemnity Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company Buyer and no other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except for authorization by the Shareholder's Committee of Xxxxxx KGaA, Buyer's parent corporation (other "Henkel"). Buyer shall present this Agreement to solicit Shareholder's Committee approval as expeditiously as possible but in no event later than the June 29, 2000. Upon approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the CompanyShareholder's Certificate of Incorporation). This Committee approval, this Agreement has will have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid Buyer and binding agreement of Acquiror, constitutes the shall constitute a valid and binding agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms. The Undertaking and Indemnity Agreement will be, subjectupon the due and valid execution and delivery thereof, as to enforceabilitya valid and binding agreement of the Buyer, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equityenforceable against the Buyer in accordance with its terms.

Authority Relative to this Agreement. The Company FRSG has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement FRSG and the consummation by the Company FRSG of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company FRSG are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than with respect to the FRSG Merger, the approval and adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast then-outstanding shares of FRSG Common Stock and the filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with DGCL, (the DGCL and the Company's Certificate of Incorporation“FRSG Stockholder Approval”)). This Agreement has been duly and validly executed and delivered by the Company FRSG and, assuming this Agreement due authorization, execution and delivery by the Company Parties, constitutes the a legal, valid and binding agreement obligation of Acquiror, constitutes the valid and binding agreement of the CompanyFRSG, enforceable against the Company FRSG in accordance with its termsterms subject to the Remedies Exceptions. The FRSG Board has approved this Agreement and the Transactions, subjectand such approvals are sufficient so that the restrictions on business combinations set forth in the FRSG Certificate of Incorporation shall not apply to the FRSG Merger, as to enforceabilitythis Agreement, to bankruptcy, insolvency, reorganization and any Ancillary Agreement or any of the other laws of general applicability relating to or affecting creditors, rights and to general principles of equityTransactions.

Authority Relative to this Agreement. The Company has the requisite all ------------------------------------ necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to execute and deliver the Stock Option Agreement and the other agreements contemplated hereby (the "Company Ancillary Agreements") and to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the stockholders of Company in accordance with Delaware Law and the Company Charter Documents, to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Agreement Company Ancillary Agreements by Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board part of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, the Company Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (other than the approval adoption of the Merger this Agreement by the affirmative vote stockholders of the holders of a majority of the votes entitled to be cast by the holders of Shares Company in accordance with the DGCL Delaware Law and the Company's Certificate of IncorporationCompany Charter Documents). This Agreement has and the Company Ancillary Agreements have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid due authorization, execution and delivery by Parent and Merger Sub, constitute the legal and binding agreement obligation of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws of general applicability relating to or application affecting the enforcement of creditors, ' rights and to general principles the exercise by courts of equityequitable powers.

Authority Relative to this Agreement. The Company and each Stockholder that is a trust has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject Merger. Each Individual Stockholder has full right and capacity to the approval enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of the Merger this Agreement by the affirmative vote Company and each Stockholder that is a trust, the performance by each such Stockholder of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement his obligations hereunder and the consummation by the Company of the transactions contemplated hereby Merger have been duly and validly authorized by all necessary action on the Board of Directors part of the Company and such Stockholder and no other corporate proceedings on the part of the Company or such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Merger (other than the approval and adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled then outstanding shares of Voting Common Stock if and to be cast the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and each Stockholder and, assuming this Agreement constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitute legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligations of the CompanyCompany and each Stockholder, enforceable against the Company and each Stockholder in accordance with its terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and or other similar laws of general applicability relating to or application affecting the enforcement of creditors, ' rights and to general principles of equitygenerally.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary limited liability company power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Member Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary limited liability company action, and no other corporate limited liability company proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Member Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationLLC Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by the Buyer and Newco, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws Laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions. To the knowledge of the Company, no other state takeover Law is applicable to the Merger or affecting creditors, rights and to general principles of equitythe other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and the other agreements contemplated hereby (the “Company Ancillary Agreements”) and to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the stockholders of Company in accordance with the TBCA and the Company Charter Documents, to consummate the transactions contemplated hereby (subject to the approval and thereby. The execution and delivery of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Agreement Company Ancillary Agreements by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board part of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, the Company Ancillary Agreements or to consummate the transactions contemplated hereby (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)thereby. This Agreement has and the Company Ancillary Agreements have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid due authorization, execution and delivery by Parent and Merger Sub, constitute the legal and binding agreement obligation of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws of general applicability relating to or application affecting the enforcement of creditors, ’ rights and to general principles the exercise by courts of equityequitable powers.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby (subject to by this Agreement. The execution and delivery of this Agreement by the Company, the approval, recommendation for approval and declaration of advisability by the Board of Directors of the Merger by the affirmative vote Company of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Agreement Merger, and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company or the Board of Directors of the Company are necessary to authorize this Agreement, approve, recommend for approval and declare the advisability of this Agreement and the Merger or to consummate the Merger and the other transactions contemplated hereby by this Agreement (other than than, with respect to the Merger, the approval of this Agreement and the Merger by the affirmative vote of the holders of a majority of then outstanding shares of Company Common Stock and the votes entitled to be cast filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and, subject to the adoption of this Agreement by the stockholders of Company, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board part of Directors of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than so contemplated, subject to, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares Company’s stockholders in accordance with the DGCL Delaware Law and the Company's Company Charter Documents and the filing and recordation of the Certificate of Incorporation)Merger as required by Delaware Law. As of the date of this Agreement, the Board of Directors of Company has unanimously approved and declared advisable this Agreement and the Merger and has recommended that Company’s stockholders adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid a legal and binding agreement obligation of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (subject to the approval of the Merger Transactions. The execution and delivery by the affirmative vote Company of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Agreement Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, each such Ancillary Agreement or to consummate the transactions contemplated hereby Transactions (other than the approval of the Merger Exchange, the filing and recordation of appropriate documents as required by Cayman Islands Companies Act, the affirmative vote 1915 Law or the Companies Act Cap. 386, as the case may be, and approval of the holders of a majority amended and restated Company Organizational Documents by Holdco as the sole shareholder of the votes entitled to be cast Company following the Exchange as contemplated by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationSection 2.05(c)). This Agreement has and each such Ancillary Agreement have been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by SPAC, Holdco and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws Laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). To the knowledge of the Company, no state, provincial, federal, domestic or foreign takeover statute is applicable to or affecting creditorsthe Transactions, rights and to general principles of equityexcept as otherwise contemplated herein.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by VectoIQ and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Spartan and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject herein to the approval of the Merger be consummated by the affirmative vote Company. The execution and delivery of the holders of a majority of the votes entitled to be cast this Agreement by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the such transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or to consummate the such transactions contemplated hereby (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes outstanding shares of Company Common Stock entitled to be cast by vote thereon). The Board of Directors of the holders of Shares in accordance with the DGCL Company has directed that this Agreement and the transactions contemplated hereby be submitted to the 12 Company's Certificate stockholders for approval at a meeting of Incorporation)such stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company andand constitutes a legal, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws . The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of general applicability relating the DGCL will not apply with respect to or affecting creditorsas a result of the Merger without any further action on the part of the stockholders or the Board of Directors of the Company. To the Company's knowledge, rights and no other state takeover statute is applicable to general principles of equitythe Merger.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Requisite Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Requisite Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Switchback and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject herein to the approval of the Merger be consummated by the affirmative vote Company. The execution and delivery of the holders of a majority of the votes entitled to be cast this Agreement by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the such transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or to consummate the such transactions contemplated hereby (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes outstanding shares of Company Common Stock entitled to vote thereon). The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be cast by the holders of Shares in accordance with the DGCL and submitted to the Company's Certificate stockholders for approval at a meeting of Incorporation)such stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company andand constitutes a legal, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws . The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of general applicability relating the DGCL will not apply with respect to or affecting creditorsas a result of the Merger without any further action on the part of the stockholders or the Board of Directors of the Company. To the Company's knowledge, rights and no other state takeover statute is applicable to general principles of equitythe Merger.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than the approval adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares Company's stockholders in accordance with the DGCL and the Company's Certificate Charter Documents and the filing of Incorporationthe appropriate documents with respect to the Merger in accordance with the DGCL). As of the date of this Agreement, the Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's stockholders for the Company to enter into this Agreement and to consummate the Offer and the Merger upon the terms and subject to the conditions of this Agreement and has adopted resolutions so that Section 203 of the DGCL is not applicable to the Offer, the Merger or the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery hereof by BYOWC, Parent and Purchaser, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. CONSENTS AND APPROVALS (a) The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the (b) The Company Board has, by unanimous vote of those present, duly and validly approved, and taken all corporate actions required to be taken by the Company Board for the consummation of, the transactions, including the Merger, contemplated hereby and resolved to recommend that the shareholders of the Company approve and adopt this Agreement; provided, however, that such approval and recommendation may be withdrawn, modified or amended in the event that the Company Board by majority vote determines in its good faith judgment, after consultation with and based upon the advice of independent legal counsel, that it is necessary to do so in order to comply with its fiduciary duties to shareholders under applicable law. No state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated hereby (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equityhereby.

Authority Relative to this Agreement. The Company has the requisite all necessary ------------------------------------ corporate power and authority to approve, authorize, execute and deliver this Agreement and the Stock Option Agreement and to perform its obligations hereunder and thereunder and, subject to obtaining the approval of the stockholders of the Company of the Merger, to consummate the transactions contemplated hereby (subject to and thereby. The execution and delivery of this Agreement and the approval of the Merger Stock Option Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Stock Option Agreement or to consummate the transactions so contemplated hereby (other than than, with respect to the Merger, the approval and adoption of this Agreement and the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders outstanding shares of Shares Company Common Stock in accordance with the DGCL Delaware Law and the Company's Certificate of IncorporationIncorporation and Bylaws). This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid due authorization, execution and delivery by Parent and Merger Sub, constitute legal and binding agreement of Acquiror, constitutes the valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject, except as enforceability may be subject to enforceability, and limited by laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganization and rules of law governing specific performance, injunctive relief or other laws of general applicability relating to or affecting creditors, rights and to general principles of equityequitable remedies.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement, to perform its obligations under this Agreement and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationNRS). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Rxxx and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions of NRS 78.378-3793, inclusive, NRS 78.411-444, inclusive, or any other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company Organizational Documents is not applicable to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the Knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the Merger, the approval of Holdings as the Merger Company’s sole stockholder (as contemplated by Section 8.02(c)) and the filing and recordation of appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Pensare and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 262 of the DGCL shall not apply to the Merger or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other transactions contemplated by this Agreement.

Authority Relative to this Agreement. The Company has Each of the requisite Buyer and Newco have all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of this Agreement by each of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL Buyer and the Company's Certificate of Incorporation). This Agreement Newco and the consummation by the Company each of the transactions contemplated hereby Buyer and Newco of the Transactions, have been duly and validly authorized by the Board of Directors of the Company all necessary corporate or limited liability company action, and no other corporate proceedings on the part of the Company Buyer or Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than (a) with respect to the Merger, (i) the approval and adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast then-outstanding shares of the Buyer Common Stock, by the holders Buyer, as the sole stockholder of Shares in accordance Newco, either at a duly convened meeting of the sole stockholder of Newco or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the LLC Act, and (b) with respect to the DGCL issuance of the Buyer Common Stock pursuant to this Agreement, the approval of a majority of the then-outstanding shares of the Buyer Class A Common Stock and the Company's Certificate of IncorporationSponsor Shares, voting together as a single class). This Agreement has been duly and validly executed and delivered by the Company Buyer and Newco and, assuming this Agreement due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the CompanyBuyer or Newco, enforceable against the Company Buyer or Newco in accordance with its terms, subject, as terms subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to including the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationMergers). This The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby (including the Mergers) have been duly and validly authorized by all necessary action on the Board of Directors part of the Company (including the approval by its Members, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than pursuant to the approval Florida Act and the terms and conditions of this Agreement. The Mergers and the Merger adoption of this Agreement have been approved by the affirmative vote of all of the holders of a majority of the votes entitled to be cast by the holders of Shares Company Membership Interests in accordance with the DGCL Florida Act and the Company's Certificate of IncorporationOperating Agreement (the “Requisite Member Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid due authorization, execution and binding agreement of Acquirordelivery thereof by the other parties hereto, constitutes the valid legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other laws of general applicability relating to or affecting creditors, rights and to by general principles of equity.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval of the Merger Transactions. The execution and delivery by the affirmative vote Company of this Agreement and the holders of other Transaction Documents to which it is or will at the Closing be a majority of party, the votes entitled to be cast performance by the holders Company of Shares in accordance with the DGCL its obligations hereunder and the Company's Certificate of Incorporation). This Agreement thereunder and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by the other party or parties thereto, constitutes the (or will then constitute) a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board Approval is sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by GigCapital2 and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company (a) MergeCo has the requisite full corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company MergeCo and no other corporate proceedings on the part of the Company MergeCo are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)so contemplated. This Agreement has been duly and validly executed and delivered by the Company MergeCo and, assuming this Agreement constitutes a valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of Acquiror, constitutes the valid and binding agreement of the CompanyMergeCo, enforceable against the Company MergeCo in accordance with its terms. (b) Other than in connection with, subjector in compliance with, as the provisions of the DGCL with respect to enforceabilitythe transactions contemplated hereby, the Exchange Act, the securities Laws of the various states and the HSR Act, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary for the consummation by MergeCo of the transactions contemplated by this Agreement other than authorizations, consents and approvals the failure to bankruptcyobtain, insolvencyor filings the failure to make, reorganization and other laws of general applicability relating to or affecting creditorswhich would not, rights and to general principles of equityin the aggregate, have a Material Adverse Effect on MergeCo.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, and, subject to obtaining the approval of the Company's stockholders described in the next sentence, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby (subject to the approval by this Agreement. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby by this Agreement (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes voting power of the then outstanding Company Common Shares entitled to be cast vote on the matter (the "Company Stockholders' Vote"), and the filing of the Certificate of Merger with the Secretary of State of Delaware as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors, ' rights and to general principles of equityequity principles.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and subject to obtaining the Company Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, obtaining the Company Stockholder Approval, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Constellation and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. The Company has taken all actions necessary to render inapplicable any control share acquisition, subjectbusiness combination, as or other similar anti-takeover provision under the Company’s organizational documents or any applicable Takeover Statute that is or could become applicable to enforceabilityConstellation, to bankruptcyMerger Sub, insolvencythis Agreement, reorganization and the Merger or the other laws of general applicability relating to or affecting creditors, rights and to general principles of equitytransactions contemplated hereby.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approveauthority, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject to the approval adoption of the Merger this Agreement by the affirmative vote of the holders of at least a majority of the votes outstanding Company Common Shares (voting together as one class) entitled to be cast by the holders of Shares vote in accordance with the DGCL and the Company's Certificate of Incorporation)Incorporation and Bylaws, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and all necessary corporate action and, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (so contemplated, other than the approval adoption of the Merger this Agreement by the affirmative vote of the holders of at least a majority of the votes outstanding Company Common Shares (voting together as one class) entitled to be cast by the holders of Shares vote in accordance with the DGCL and the Company's Certificate of Incorporation)Incorporation and Bylaws. As of the date of this Agreement, the Board has determined that the Merger and the transactions contemplated thereby, upon the terms and subject to the conditions of this Agreement, are fair to and in the best interests of the Company and its stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming this the due authorization, execution and delivery by the Acquiror, and adoption of the Agreement by the requisite vote of the stockholders of the Company, constitutes the a valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by DCRB and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite corporate ------------------------------------ all necessary power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or to consummate the consummation by the Company of the transactions contemplated hereby (other than than, with respect to the Merger, the approval of this Agreement and the Merger by the affirmative vote stockholders of the holders of a majority Company, to the extent required by applicable law, and the filing and recordation of the votes entitled to be cast Certificate of Merger as required by the holders DGCL). Assuming the accuracy of Shares the representation and warranty made by Parent and Sub in accordance with Section 5.08(a) hereof, Section 203 of the DGCL and will not be applicable to the Company's Certificate consummation of Incorporation)any of the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by each of Parent and Sub, constitutes the a valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as subject to enforceability, to (i) bankruptcy, insolvency, reorganization insolvency and other moratorium laws of general applicability relating to or and the laws affecting creditors, ' rights generally and to general principles (ii) the discretionary nature of equityequitable remedies.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Requisite Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Requisite Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Acquiror and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. (a) The Company has the ------------------------------------ all requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby Transactions (subject to the approval Company Shareholder Approval (as defined herein) with respect to the Merger). The execution and delivery of the Merger this Agreement and each instrument required hereby to be executed and delivered by the affirmative vote of Company prior to or at the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL Effective Time and the Company's Certificate performance of Incorporation). This Agreement its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than the approval Company Shareholder Approval and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company Company, and, assuming this Agreement constitutes the a valid and binding agreement obligation of AcquirorParent and Purchaser, this Agreement constitutes the a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) The only vote of holders of any class or series of capital stock of the Company or any of its subsidiaries necessary to adopt or approve this Agreement and the Merger is the adoption of this Agreement by the holders of a majority of the outstanding Shares (the "Company Shareholder Approval"), subjectsubject to Section 6.9(c). The affirmative vote of the holders of any capital stock or other securities of the Company or any of its subsidiaries, or any of them, is not necessary to consummate the Offer or any Transaction other than as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equityset forth in the preceding sentence.

Authority Relative to this Agreement. The Company has the requisite all necessary ------------------------------------ corporate power and authority to approve, authorize, execute and deliver this Agreement and the Parent Voting Agreements and to perform its obligations hereunder and thereunder and, subject to obtaining the approval of the stockholders of Company of the Merger, to consummate the transactions contemplated hereby (subject to the approval and thereby. The execution and delivery of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Agreement Parent Voting Agreements by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board part of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Parent Voting Agreements, or to consummate the transactions so contemplated hereby (other than than, with respect to the Merger, the approval and adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders outstanding shares of Shares Company Common Stock in accordance with the DGCL Delaware Law and the Company's Company Charter Documents and the filing of the Certificate of IncorporationMerger pursuant to Delaware Law). This Agreement has and the Parent Voting Agreements have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid due authorization, execution and delivery by Parent and Merger Sub, constitute legal and binding agreement obligations of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its their respective terms, subject, except as to enforceability, to may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors, ' rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than Transactions, subject to, in the approval case of the Merger Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Athena and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.