Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Purchaser has full corporate all necessary power and authority to execute execute, deliver and deliver perform this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party and to consummate the transactions contemplated hereby by this Agreement and therebythe Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The execution execution, delivery and delivery performance by Purchaser of this Agreement and the Ancillary Agreements to which it is or shall at Closing be a party, and the consummation of the transactions contemplated hereby and thereby thereby, have been been, or shall be prior to the Closing, duly and validly authorized by all necessary corporate action required on the part of Seller Purchaser, and no other corporate proceedings on the part of Seller are Purchaser are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyAgreement. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by SellerPurchaser, orand, if applicableassuming the due authorization, will execution and delivery of this Agreement by Sellers, constitutes, and each Ancillary Agreement to which Purchaser is or shall at Closing be duly and validly a party, when executed and delivered by Seller at Purchaser and/or its applicable Affiliate party thereto, and, assuming the Closingdue authorization, execution and assuming that this delivery of such Ancillary Agreement and by the applicable Ancillary Agreements constitute valid member of the Seller Group, shall constitute, a valid, legal and binding agreements agreement of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerPurchaser and/or its applicable Affiliates, enforceable against Seller Purchaser and/or such Affiliates in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity)the Enforceability Exceptions.

Authority Relative to this Agreement. Seller Purchaser and each Affiliate of Purchaser that is a party to any Ancillary Agreement has full corporate all necessary limited liability company or similar power and authority authority, and has taken all limited liability company or similar action necessary, to execute execute, deliver and deliver perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of by this Agreement and the Ancillary Agreements in accordance with the terms hereof and the consummation thereof. No vote or other approval of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action equity holders of Purchaser or any of its Affiliates is required on in connection with the part execution, delivery or performance of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This by this Agreement and the Ancillary Agreements to which it is a party have in accordance with the terms hereof and thereof, whether by reason of applicable Law, the organizational documents of Purchaser or its Affiliates, the rules or requirements of any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by Purchaser, and, assuming the due authorization, execution and delivery of this Agreement by Seller, orshall constitute, if applicable, will be duly and validly the Ancillary Agreements when executed and delivered by Seller at Purchaser or its applicable Affiliates, and, assuming the Closingdue authorization, execution and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements delivery of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legalby Seller or its applicable Affiliate, valid shall constitute, a valid, legal and binding agreements agreement of SellerPurchaser and its applicable Affiliates, enforceable against Seller Purchaser and such Affiliates in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity)the Enforceability Exceptions.

Authority Relative to this Agreement. Seller Purchaser has full corporate all requisite power and authority to execute and deliver this Agreement the Transaction Documents and to effect and carry out its obligations thereunder and the Ancillary Agreements Transaction and to consummate the transactions contemplated hereby has duly executed and therebydelivered this Agreement. The execution and delivery of this Agreement and the Ancillary Agreements Transaction Documents by Purchaser, the performance by Purchaser of its obligations thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby Transaction have been duly and validly authorized by all necessary corporate action required on the part of Seller Purchaser, and no other corporate proceedings on the part of Seller Purchaser are necessary to authorize this Agreement or the Ancillary Agreements Transaction Documents or to consummate the transactions contemplated hereby and therebyTransaction. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that Purchaser’s board of directors has approved Purchaser’s execution of this Agreement and the applicable Ancillary Agreements constitute valid consummation of the Transaction. Assuming the due execution of each of the Transaction Documents to which Purchaser is a party by the other parties thereto and binding agreements of Buyer, and subject to that such Transaction Documents are the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements obligation of Sellersuch parties (other than Purchaser) this Agreement is and the other Transaction Documents will, when executed and delivered by Purchaser in the forms attached hereto, be enforceable against Seller in accordance with their respective termsPurchaser (except as enforcement may be limited by equitable principles limiting the right to obtain specific performance or other equitable remedies, subject to or by applicable bankruptcy, reorganization, insolvency, moratorium, bankruptcy or insolvency laws and related decisions affecting creditors’ rights generally) and this Agreement does not and other similar Laws affecting creditors' rights generally such Transaction Documents will not conflict with its organizational and governing documents or, to general principles the Knowledge of equity (whether considered in Purchaser, other agreements or arrangements to which Purchaser is a proceeding at law or in equity)party.

Authority Relative to this Agreement. Seller Buyer has full corporate limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and or thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby or thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Seller Buyer and no other corporate limited liability company proceedings on the part of Seller Buyer are necessary to authorize this Agreement or and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by SellerBuyer, or, if applicable, will be duly and validly executed and delivered by Seller Buyer at or prior to the Closing, Closing and assuming that this Agreement and each such Ancillary Agreement constitute or will constitute at Closing valid and binding agreements of Seller, and subject to the applicable Ancillary Agreements receipt of Buyer's Required Regulatory Approvals and Seller's Required Regulatory Approvals, constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller Buyer in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller The Buyer has full the corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which the Buyer is to be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which the Buyer is to be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Seller Directors of the Buyer and no other corporate proceedings on the part of Seller the Buyer are necessary to authorize this Agreement or and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to which it the Buyer is to be a party have been will be at the Closing, duly and validly executed and delivered by Sellerthe Buyer and constitute, or, if applicable, or will be duly and validly executed and delivered by Seller constitute at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyerconstitutes, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements to which the Buyer is to be a party will constitute at the Closing legal, valid, binding and enforceable agreements of each of the Sellers, legal, valid and binding agreements of Sellerthe Buyer, enforceable against Seller it in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Purchaser and each Affiliate of Purchaser that is a party to any Ancillary Agreement has full all necessary corporate or similar power and authority authority, and has taken all corporate or similar action necessary, to execute execute, deliver and deliver perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of by this Agreement and the Ancillary Agreements in accordance with the terms hereof and the consummation thereof. No vote or other approval of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action stockholders of Purchaser is required on in connection with the part execution, delivery or performance of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This by this Agreement and the Ancillary Agreements to which it is a party have in accordance with the terms hereof and thereof, whether by reason of applicable Law, the organizational documents of Purchaser, the rules or requirements of any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by SellerPurchaser, orand, if applicableassuming the due authorization, execution and delivery of this Agreement by Parent, the Seller and the Company, will be duly constitute, and validly each Ancillary Agreement when executed and delivered by Seller at Purchaser or its applicable Subsidiaries, and, assuming the Closingdue authorization, execution and assuming that this delivery of such Ancillary Agreement and by the applicable Ancillary Agreements constitute valid Subsidiary of Parent, will constitute, a valid, legal and binding agreements agreement of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerPurchaser and/or its applicable Subsidiaries, enforceable against Seller Purchaser and/or such Subsidiaries in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity)the Enforceability Exceptions.

Authority Relative to this Agreement. Seller Each Stockholder has full corporate all necessary power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate trust or other action required on the part of Seller such Stockholder and no trust or other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyby this Agreement. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach Stockholder and, orassuming the due authorization, if applicableexecution and delivery by Parent, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes a legal, valid and binding agreements obligation of Sellereach Stockholder, enforceable against Seller each Stockholder in accordance with their respective its terms, subject to applicable (a) except as may be limited by bankruptcy, reorganization, insolvency, moratoriummoratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and other similar Laws affecting creditors' rights generally and (b) subject to general principles of equity equity. If a Stockholder is married, or marries prior to the Expiration Time, and such Stockholder’s Shares constitute community property or otherwise require spousal or other approval in order for this Agreement to be legal, valid and binding, this Agreement has been (whether considered or, prior to the marriage, will be) approved executed and delivered by, and constitutes (or, prior to the marriage, will constitute) a legal, valid and binding obligation of, such Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which such Stockholder is a proceeding at law trustee requires the consent of any beneficiary or in equity)other person to the execution and delivery of this Agreement or to the consummation by such trust of the transactions contemplated by this Agreement or compliance by such trust with the provisions of this Agreement.

Authority Relative to this Agreement. Seller has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Directors of Seller or by a committee thereof to whom such authority has been delegated and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the consummation of the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by SellerSeller and, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of BuyerBuyer and each other party thereto, and subject to the receipt of Seller's the Seller Required Regulatory Approvals and Buyer's the Buyer Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller has full corporate power Except for such authorization as is required by the Bankruptcy Court and receipt of any Regulatory Approvals, Sellers have all requisite power, authority and legal capacity to (a) execute and deliver this Agreement, (b) execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Sellers in connection with the consummation of the transactions contemplated by this Agreement (the “Sellers’ Documents”), and the Ancillary Agreements (c) perform its obligations hereunder and to thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements Sellers’ Documents, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate requisite action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebySellers. This Agreement has been, and at or prior to the Ancillary Agreements to which it is a party have been Closing, each of the Sellers’ Documents will be, duly and validly executed and delivered by SellerSellers and (assuming the due authorization, orexecution and delivery by the other parties hereto and thereto, if applicableand the entry of the Sale Order) this Agreement constitutes, will be duly and validly each of the Sellers’ Documents when so executed and delivered by Seller at the Closingwill constitute, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements obligations of SellerSellers, enforceable against Seller Sellers in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, reorganization, insolvency, moratoriummoratorium and similar laws affecting creditors’ rights and remedies generally, and other similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity) (the “Bankruptcy Exceptions”).

Authority Relative to this Agreement. Seller has full corporate all necessary power and authority to execute execute, deliver and deliver perform this Agreement and to complete the transactions contemplated hereby, and Seller and its applicable Affiliates have all necessary power and authority to execute, deliver and perform each Ancillary Agreements Agreement to which it or any such Affiliate is or will be a party and to consummate the transactions contemplated hereby by such Ancillary Agreements. This Agreement has been, and thereby. The execution and delivery each Ancillary Agreement to which Seller or any of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have its Affiliates is or will be a party has been or when executed will be, duly and validly authorized by all necessary corporate (or other similar) action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Sellersuch Person, orand, if applicableassuming the due and valid authorization, will be duly execution and validly executed and delivered delivery by Seller at the Closing, and assuming that Purchaser of this Agreement and the by Purchaser and its applicable Affiliates of each Ancillary Agreements constitute valid and binding agreements Agreement to which any of Buyerthem are or will be a party, and subject to the receipt as applicable, each of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitutes (or in the case of each Ancillary Agreement entered into after the date hereof, will constitute legalupon execution thereof) a valid, valid legal and binding agreements agreement of SellerSeller and/or such applicable Affiliate(s), enforceable against Seller and/or such applicable Affiliate(s) in accordance with their respective terms, its terms (subject to applicable bankruptcy, insolvency, reorganization, insolvency, moratoriummoratorium and similar laws affecting creditors’ rights and remedies generally, and other similar Laws affecting creditors' rights generally and subject to general principles of equity (equity, regardless of whether considered enforcement is sought in a proceeding at law or in equityequity (collectively, the “Bankruptcy and Equity Exceptions”)).

Authority Relative to this Agreement. Each Seller has full corporate all requisite power and authority to (a) execute and deliver this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreements Agreements”) to which such Seller is a party; (b) perform his obligations hereunder and to thereunder, and (c) consummate the transactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement and the Ancillary Agreements to which each Seller is a party and the consummation by Sellers of the transactions contemplated hereby and thereby thereby, and the performance by Sellers of their obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate , and no other action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary Sellers is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements or to consummate consummation by Sellers of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it a Seller is a party have been duly and validly executed and delivered by Sellersuch Seller and, orassuming the due authorization and valid execution and delivery hereof by Connecture, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute each constitutes a legal, valid and binding agreements obligation of SellerSellers, enforceable against Seller Sellers in accordance with their its respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting relating to the enforcement of creditors' ’ rights generally and to by general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Inprise has full corporate power and authority to execute and deliver enter into this Agreement and and, subject to obtaining the Ancillary Agreements Inprise Shareholders' Approval (as defined in Section 6.03(b)), to perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. On or prior to the date hereof, the execution, delivery and thereby. The execution and delivery performance of this Agreement and the Ancillary Agreements by Inprise and the consummation by Inprise of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate action required on the part Board of Seller Directors of Inprise, the Board of Directors of Inprise has recommended adoption of this Agreement by the shareholders of Inprise and directed that this Agreement be submitted to the shareholders of Inprise for their consideration, and no other corporate proceedings on the part of Seller Inprise or its shareholders are necessary to authorize the execution, delivery and performance of this Agreement or by Inprise and the Ancillary Agreements or to consummate consummation by Inprise of the transactions contemplated hereby and therebyhereby, other than obtaining the Inprise Shareholders' Approval. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by SellerInprise and, orassuming due and valid authorization, if applicableexecution and delivery hereof by the other parties hereto, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes a legal, valid and binding agreements agreement of Seller, Inprise enforceable against Seller Inprise in accordance with their respective its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting the enforcement of creditors' rights generally and to by general equitable principles (regardless of equity (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Seller Each of Parent and Sub has full corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder (subject to, in the Ancillary Agreements case of consummation of the Merger, the issuance of Parent Common Stock and the increase in the Board of Directors of Parent in connection therewith, obtaining the Parent Stockholders' Approval, if required) and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement by each of Parent and the Ancillary Agreements Sub and the consummation by each of Parent and Sub of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate action required on its Board of Directors and by Parent in its capacity as the part sole stockholder of Seller Sub; and no other corporate proceedings on the part of Seller either of Parent or Sub or their stockholders are necessary to authorize the execution, delivery and performance of this Agreement or by Parent and Sub and the Ancillary Agreements or to consummate consummation by Parent and Sub of the transactions contemplated hereby and therebyhereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Seller, or, if applicable, will be duly each of Parent and validly executed Sub and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes a legal, valid and binding agreements obligation of Seller, each of Parent and Sub enforceable against Seller each of Parent and Sub in accordance with their respective termsits terms (subject to, subject to applicable in the case of consummation of the Merger, and the issuance of Parent Common Stock and the increase in the Board of Directors of Parent in connection therewith, obtaining the Parent Stockholders' Approval, if required), except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting the enforcement of creditors' rights generally and to by general equitable principles (regardless of equity (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Seller Other than the Shareholder Approval, each of the Sellers has full the corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which such Seller is to be party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which such Seller is to be party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Seller and Directors of each of the Sellers and, other than the Shareholder Approval, no other corporate proceedings on the part of Seller the Sellers are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to which it such Seller is to be a party have been will be at the Closing, duly and validly executed and delivered by Sellereach of the Sellers and constitute, or, if applicable, or will be duly and validly executed and delivered by Seller constitute at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyerconstitutes, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements to which such Seller is to be party will constitute at the Closing, legal, valid, binding and enforceable agreements of the Buyer, legal, valid and binding agreements of Sellereach of the Sellers, enforceable against Seller them in accordance with their respective terms, subject to except as limited, (a) by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting creditors' rights generally and to (b) by general principles of equity (regardless of whether considered enforcement is sought in a proceeding equity or at law or in equitylaw).

Authority Relative to this Agreement. Seller The Buyer has full ------------------------------------ corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part board of Seller directors of the Buyer and no other corporate proceedings on the part of Seller the Buyer are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the ClosingBuyer, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyerthe Seller, and subject to the receipt of Seller's the Buyer Required Regulatory Approvals and Buyer's the Seller Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Sellerthe Buyer, enforceable against Seller the Buyer in accordance with their respective terms, subject to except that such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller The Buyer has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part board of Seller directors of the Buyer and no other corporate proceedings on the part of Seller the Buyer are necessary to authorize this Agreement or and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements have been, or, with respect to which it is a party have been the Ancillary Agreements to be delivered at Closing, will be at Closing, duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the ClosingBuyer, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyerthe Seller, and subject constitute, or, with respect to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements to be delivered at Closing, will constitute legalat Closing, valid and binding agreements of Sellerthe Buyer, enforceable against Seller the Buyer in accordance with their respective terms, subject to except that such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting or relating to enforcement of creditors' ’ rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Directors of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by the Seller, orand, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of the Buyer, and subject to the receipt of Seller's the Seller Required Regulatory Approvals (as defined in Section 5.3) and Buyer's the Buyer Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of the Seller, enforceable against the Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium, moratorium and other similar Laws laws of general applicability relating to or affecting creditors' rights generally and to general equity principles of equity (whether considered in a proceeding at law or in equitythe "Bankruptcy and Equity Exception").

Authority Relative to this Agreement. Seller Purchaser has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby by this Agreement and therebyby the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements by Purchaser and the consummation by Purchaser of the transactions contemplated hereby by this Agreement and thereby the Ancillary Agreements have been duly and validly authorized by all necessary corporate action required on the part of Seller Purchaser, and no other corporate proceedings on the part of Seller Purchaser are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyby this Agreement or the Ancillary Agreements. This Agreement and the Ancillary Agreements to which it is Purchaser shall be a party have been (or when executed will have been) duly and validly executed and delivered by SellerPurchaser and, orassuming the due authorization, if applicableexecution and delivery by Xxxxxxxx, will be duly and validly executed and delivered by Seller at the Closingconstitute (or will, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyerwhen executed, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitute) legal, valid and binding agreements obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, and other moratorium or similar Laws laws affecting creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Seller has full ------------------------------------ corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part board of directors of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement Agree- ment or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by the Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of the Buyer, and subject to the receipt of Seller's the Seller Required Regulatory Approvals and Buyer's the Buyer Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of the Seller, enforceable against the Seller in accordance with their respective terms, subject to except that such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of the Seller and the Seller Subsidiaries has full corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part board of directors of each of the Seller and the Seller Subsidiaries and no other corporate or limited liability company, as applicable, proceedings on the part of the Seller or any of the Seller Subsidiaries are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly each of the Seller and validly executed and delivered by the Seller at the ClosingSubsidiaries, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of the Buyer, and subject to the receipt of Seller's the Seller Required Regulatory Approvals and Buyer's the Buyer Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Sellereach such party, enforceable against Seller such party in accordance with their respective terms, subject to except that such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of the Seller and the ------------------------------------ Seller Subsidiaries has full corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part board of directors of each of the Seller and the Seller Subsidiaries and no other corporate or limited liability company, as applicable, proceedings on the part of the Seller or any of the Seller Subsidiaries are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly each of the Seller and validly executed and delivered by the Seller at the ClosingSubsidiaries, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of the Buyer, and subject to the receipt of Seller's the Seller Required Regulatory Approvals and Buyer's the Buyer Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Sellereach such party, enforceable against Seller such party in accordance with their respective terms, subject to except that such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Except for such authorization as is required by the Bankruptcy Court and receipt of any Regulatory Approvals, each Seller has full corporate power all requisite power, authority and authority legal capacity to (a) execute and deliver this Agreement, (b) execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Sellers in connection with the consummation of the transactions contemplated by this Agreement (the “Sellers’ Documents”), and the Ancillary Agreements (c) perform its obligations hereunder and to thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements Sellers’ Documents, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate requisite action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebySellers. This Agreement has been, and at or prior to the Ancillary Agreements to which it is a party have been Closing, each of the Sellers’ Documents will be, duly and validly executed and delivered by Sellereach Seller and (assuming the due authorization, or, if applicable, will be duly execution and validly executed and delivered delivery by Seller at the Closing, and assuming that Purchaser of this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements entry of Buyerthe Sale Order) this Agreement constitutes, and subject to each of the receipt of Seller's Required Regulatory Approvals Sellers’ Documents when so executed and Buyer's Required Regulatory Approvalsdelivered will constitute, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements obligations of each Seller, enforceable against each Seller in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, reorganization, insolvency, moratoriummoratorium and similar laws affecting creditors’ rights and remedies generally, and other similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity) (the “Bankruptcy Exceptions”).

Authority Relative to this Agreement. Seller The Company has full all requisite corporate or similar power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The Subject to obtaining the Requisite Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by all necessary required corporate or other action required on the part of Seller the Company and no other corporate or other proceedings on the part of Seller the Company are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements Transaction Documents to which it is a party have been or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by Sellerthe Company and, orassuming this Agreement has been, if applicableand each of the other Transaction Documents to which it is a party will be, will be duly and validly authorized, executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvalsother parties thereto, this Agreement constitutes, and each of the Ancillary Agreements constitute other Transaction Documents to which it is a party will constitute, a legal, valid and binding agreements obligation of Sellerthe Company, enforceable against Seller it in accordance with their respective terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, and moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors' ’ rights generally generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles of equity (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Seller Purchaser and each Affiliate of Purchaser that is a party to any Ancillary Agreement has full all necessary corporate or similar power and authority authority, and has taken all corporate or similar action necessary, to execute execute, deliver and deliver perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of by this Agreement and the Ancillary Agreements in accordance with the terms hereof and the consummation thereof. No vote or other approval of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action equityholders of Purchaser or any of Purchaser’s Affiliates, as applicable, is required on in connection with the part execution, delivery or performance of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This by this Agreement and the Ancillary Agreements to which it is a party have in accordance with the terms hereof and thereof, whether by reason of applicable Law, the Organizational Documents of Purchaser or any of its applicable Affiliates, the rules or requirements of any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by SellerPurchaser, orand, if applicableassuming the due authorization, execution and delivery of this Agreement by Parent, Seller and the other Purchaser, will be duly constitute, and validly each Ancillary Agreement when executed and delivered by Seller at Purchaser or its applicable Affiliates, and, assuming the Closingdue authorization, execution and assuming that this delivery of such Ancillary Agreement and by Parent or the applicable Ancillary Agreements constitute valid Subsidiary of Parent, will constitute, a valid, legal and binding agreements agreement of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerPurchaser and/or its applicable Affiliates, enforceable against Seller Purchaser and/or such Affiliates in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity)the Enforceability Exceptions.

Authority Relative to this Agreement. Seller (i) Such Stockholder has full corporate all necessary power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby hereby. Such Stockholder has executed a unanimous written consent pursuant to which such Stockholder has approved this Agreement and therebythe transactions contemplated hereby. The execution and delivery of this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder. (ii) This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes the valid and binding agreement of IPL, constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by bankruptcy, reorganization, moratorium, fraudulent conveyance and insolvency Laws and by other Laws affecting the rights of creditors generally and except as may be limited by the availability of equitable remedies. (b) The execution and delivery of this Agreement by such Stockholders does not, and the consummation of the transactions contemplated hereby by such Stockholder will not, result in any Violation of any Judgment or Law applicable to such Stockholder or his properties or assets, except for such Violations that, individually or in the aggregate, would not have a Material Adverse Effect with respect to Video or would not otherwise effect the consummation of the Merger. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity or any other Person is required by or with respect to such Stockholder to validly execute and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize deliver this Agreement or to effect the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity)Merger.

Authority Relative to this Agreement. Seller has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on 37 30 the part Board of Trustees of Seller or by a committee thereof to whom such authority has been delegated and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the consummation of the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by SellerSeller and, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of BuyerBuyer and each other party thereto, and subject to the receipt of Seller's the Seller Required Regulatory Approvals and Buyer's the Buyer Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller (a) Each of Parent and Acquisition has full all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Seller Directors of Parent (the “Parent Board”), the Board of Directors of Acquisition and by Parent as the sole stockholder of Acquisition, and no other corporate proceedings on the part of Seller Parent or Acquisition are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach of Parent and Acquisition and, orassuming the due authorization, if applicableexecution and delivery hereof by the Company, will be duly and validly executed and delivered by Seller at the Closingconstitutes a valid, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid legal and binding agreements agreement of Buyer, each of Parent and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, Acquisition enforceable against Seller each of Parent and Acquisition in accordance with their respective its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, insolvency, moratorium, and other moratorium or similar Laws affecting laws now or hereafter in effect relating to creditors' ’ rights generally and or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law or in equitylaw). (b) The Parent Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby (including the Offer and the Merger) are fair to and in the best interests of Parent and (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Offer and the Merger).

Authority Relative to this Agreement. If such Seller is a corporation or limited liability company, such Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Such Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution and delivery of this Agreement and the Ancillary Agreements such other Transaction Documents by such Seller and the consummation by such Seller of the Acquisition and the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other action required on the part of Seller such Seller, and no other corporate or other proceedings on the part of such Seller are necessary to authorize this Agreement or the Ancillary Agreements such other Transaction Documents to which such Seller is a party or to consummate the Acquisition and the transactions contemplated hereby and therebyhereby. This Agreement has been, and the Ancillary Agreements such other Transaction Documents to which it such Seller is a party have been will be duly and validly executed and delivered by Sellersuch Seller and, orassuming due authorization, if applicable, will be duly execution and validly executed and delivered delivery by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory ApprovalsPurchaser, this Agreement constitutes, and the Ancillary Agreements constitute each other Transaction Document to which such Seller is a party upon execution will constitute, a legal, valid and binding agreements obligation of such Seller, enforceable against such Seller in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, reorganizationmoratorium, insolvency, moratoriumfraudulent conveyance, and reorganization or other similar Laws law affecting the enforceability of creditors' ’ rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Buyer has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the such Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Seller Directors of Buyer and no other corporate proceedings on the part of Seller Buyer are necessary to authorize this Agreement or the such Ancillary Agreements or to consummate the consummation of the transactions contemplated hereby and or thereby. This Agreement and the such Ancillary Agreements to which it is a party have been duly and validly executed and delivered by SellerBuyer and, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable such Ancillary Agreements constitute valid and binding agreements of BuyerSeller, and subject to the receipt of Seller's the Buyer Required Regulatory Approvals and Buyer's the Seller Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreements, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements Agreements, as applicable, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements Agreements, as applicable, or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by SellerSeller and at the Closing, orthe Ancillary Agreements, if as applicable, will be duly and validly executed and delivered by Seller at the ClosingSeller, and assuming that this Agreement and the applicable Ancillary Agreements Agreements, as applicable, constitute valid and binding agreements of Buyer, Buyer and subject to the receipt of Seller's ’s Required Regulatory Approvals and Buyer's ’s Required Regulatory Approvals, this Agreement and the Ancillary Agreements Agreements, as applicable, constitute the legal, valid and binding agreements agreement of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' ’ rights generally and to general principles principals of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of CSC and the Seller has full the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part respective Boards of Directors of CSC and the Seller and no other corporate proceedings on the part of CSC or the Seller are is necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, or will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement CSC and the applicable Ancillary Agreements constitute Seller and, assuming due and valid authorization, execution and delivery thereof by Parent and Acquisition, constitutes a valid, legal and binding agreements agreement of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement CSC and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against CSC and the Seller in accordance with their respective its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance and other similar Laws laws of general application affecting enforcement of creditors' ’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to general principles equitable defenses and would be subject to the discretion of equity (whether considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Seller Buyer has full corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement by Buyer and the Ancillary Agreements and the its consummation of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate action required on the part its Board of Seller Directors and by its stockholders, and no other corporate proceedings on the part of Seller Buyer or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement or by Buyer and the Ancillary Agreements or to consummate consummation by Buyer of the transactions contemplated hereby hereby. Notwithstanding the foregoing, further action may be necessary to authorize the issuance of shares of Buyer Preferred Stock pursuant to the Preferred Stock Commitment Letters (as defined in SECTION 4.07(a)) and therebyto authorize the definitive agreements and documents relating to the Buyer Preferred Stock and the definitive agreements relating to the Buyer Debt Financing Agreements and the transactions contemplated thereby and any such necessary action shall be taken prior to the Closing. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Seller, or, if applicable, will be duly Buyer and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes a legal, valid and binding agreements obligation of Seller, Buyer enforceable against Seller Buyer in accordance with their respective its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting the enforcement of creditors' rights generally and to by general equitable principles (regardless of equity (whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Seller It has the full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements all other agreements and instruments contemplated hereby or related hereto to be executed and delivered by it and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements all other agreements and instruments contemplated hereby or related hereto to be executed and delivered by it, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by all necessary corporate action by it including, without limitation, any vote, consent or approval of any stockholder of any Assignor that may be required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement by applicable law or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements any agreement to which it is a party have party. This Agreement has been duly and validly executed and delivered by Seller, or, if applicable, each Assignor and this Agreement and all other agreements and instruments contemplated hereby or related hereto to be executed and delivered by any Assignor have been or will be duly and validly executed and delivered by Seller at the Closingit and, and assuming that each of this Agreement and the applicable Ancillary Agreements constitute valid such other agreements and binding agreements of Buyer, and subject instruments contemplated hereby or related hereto executed or to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute be executed by Assignee constitutes a legal, valid and binding agreement of Assignee, each of this Agreement and such other agreements of Sellerand instruments constitutes or will constitute, when executed and delivered by it, its legal, valid and binding agreement, enforceable against Seller it in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, insolvency, moratorium, moratorium and other similar Laws laws affecting creditors' rights and remedies generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by SellerSeller and at Closing, or, if applicable, the Ancillary Agreements will be duly and validly executed and delivered by Seller at the ClosingSeller, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer and/or Buyer's Parent, as applicable, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute the legal, valid and binding agreements agreement of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's ’s Required Regulatory Approvals and Buyer's ’s Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' ’ rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller has full corporate BCE and its subsidiaries, as applicable, have the requisite power and authority to execute and deliver this Agreement, the Registration Rights Agreement and the Ancillary Agreements Governance Amendments, as applicable, and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement, the Registration Rights Agreement and the Ancillary Agreements Governance Amendments by BCE and its subsidiaries, as applicable, and the consummation by BCE and its subsidiaries of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on BCE’s and the part applicable subsidiaries’ respective boards of Seller directors, or other governing bodies or general partners, as the case may be, and no other corporate corporate, partnership, stockholder or partner proceedings on the part of Seller BCE or its subsidiaries are necessary to authorize this Agreement, the Registration Rights Agreement and the Governance Amendments, as applicable, or the Ancillary Agreements for BCE or its subsidiaries, as applicable, to consummate the transactions contemplated hereby and or thereby. This Agreement, the Registration Rights Agreement and the Ancillary Agreements to which it is a party Governance Amendments have been duly and validly executed and delivered by SellerBCE and its subsidiaries, or, if as applicable, will be duly and, assuming the due authorization, execution and validly executed and delivered delivery thereof by Seller at the Closingother parties thereto, and assuming that this Agreement and constitutes the applicable Ancillary Agreements constitute valid and binding agreements obligations of Buyer, such of BCE and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Sellerits subsidiaries as are parties thereto, enforceable against Seller them in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Buyer has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required by the board of directors of Buyer, and no other action on the part of Seller and no other corporate proceedings on the part Board of Seller are necessary Directors or shareholders of Buyer is required to authorize the execution, delivery and performance of this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby, subject to the filing of the Amalgamation Documents in the manner prescribed by the OBCA. This Agreement and the Ancillary Agreements to which Buyer is a party have been or will be, as applicable, duly and validly executed and delivered by SellerBuyer and, orassuming the due authorization, if execution and delivery hereof by the Company and/or the other parties thereto, constitutes or will constitute, as applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute a legal, valid and binding agreements obligation of Seller, Buyer enforceable against Seller Buyer in accordance with their respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting relating to the enforcement of creditors' ’ rights generally and to by general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Except for such authorization as is required by the Bankruptcy Court and receipt of any Regulatory Approvals, each of the Sellers has full corporate power all requisite power, authority and authority legal capacity to (a) execute and deliver this Agreement, (b) execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by such Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Sellers’ Documents”), and the Ancillary Agreements (c) perform its obligations hereunder and to thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements Sellers’ Documents, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate requisite action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebySellers. This Agreement has been, and at or prior to the Ancillary Agreements to which it is a party have been Closing, each of the Sellers’ Documents will be, duly and validly executed and delivered by Sellerthe Sellers and (assuming the due authorization, orexecution and delivery by the other parties hereto and thereto, if applicableand the entry of the Sale Order) this Agreement constitutes, will be duly and validly each of the Sellers’ Documents when so executed and delivered by Seller at the Closingwill constitute, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements obligations of Sellerthe Sellers, enforceable against Seller the Sellers in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, reorganization, insolvency, moratoriummoratorium and similar laws affecting creditors’ rights and remedies generally, and other similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity) (the “Bankruptcy Exceptions”).

Authority Relative to this Agreement. Seller Acquisition has full the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the execution and filing of the Certificate of Designations and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Acquisition Preferred Stock) have been duly and validly authorized by all necessary corporate action required on the part board of Seller directors of Acquisition, and no other corporate proceedings on the part of Seller Acquisition or any of its Subsidiaries or affiliates are necessary to authorize this Agreement or the Ancillary Agreements or the execution and filing of the Certificate of Designations or to consummate the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, or will be duly and validly executed and delivered by Seller at the ClosingAcquisition and, assuming due and assuming that this Agreement valid authorization, execution and delivery thereof by CSC and the applicable Ancillary Agreements constitute valid Seller, constitutes a valid, legal and binding agreements agreement of BuyerAcquisition, enforceable against Acquisition in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the receipt discretion of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Seller Each of Buyer, Buyer’s Parent and Guarantor has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreements, as applicable, and to consummate the transactions contemplated hereby and or thereby. The execution and delivery of this Agreement and the Ancillary Agreements as applicable, and the consummation of the transactions contemplated hereby and thereby or thereby, will have been duly and validly authorized by all necessary corporate action required on the part of Seller each of Buyer, Buyer’s Parent and Guarantor, and no other corporate proceedings on the part of Seller Buyer, Buyer’s Parent or Guarantor are necessary to authorize this Agreement or and the Ancillary Agreements Agreements, as applicable, or to consummate the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach of Buyer, or, if applicable, will be duly Buyer’s Parent and validly executed and delivered by Seller at the ClosingGuarantor, and assuming that this Agreement and the applicable Ancillary Agreements constitute constitutes a valid and binding agreements agreement of Buyer, Seller and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's the Required Regulatory Approvals, this Agreement constitutes a valid and binding agreement of each of Buyer, Buyer’s Parent and Guarantor, enforceable against each of Buyer, Buyer’s Parent and Guarantor in accordance with its terms. Each of the Ancillary Agreements to which Buyer, Buyer’s Parent or Guarantor is a party, when executed and delivered at the Closing by Buyer, Buyer’s Parent and/or Guarantor, as applicable, will constitute legal, a valid and binding agreements agreement of SellerBuyer, Buyer’s Parent and/or Guarantor, as applicable, enforceable against Seller Buyer, Buyer’s Parent and Guarantor, as applicable, in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Buyer has full all requisite corporate power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it is a party and to consummate the transactions contemplated hereby by this Agreement and therebysuch Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby by this Agreement and thereby such Ancillary Agreements have been duly and validly authorized by all necessary requisite corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyBuyer. This Agreement has been and the each Ancillary Agreements Agreement to which it Buyer is a party will, as of Closing, have been duly and validly executed and delivered by SellerBuyer, orand assuming this Agreement and each such Ancillary Agreement has been duly authorized, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute other parties thereto, constitutes or will constitute, as applicable, a valid and binding agreements agreement of Buyer, and enforceable against Buyer in accordance with its terms, except that (a) such enforcement may be subject to the receipt any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) enforcement of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legalAgreements, valid including, among other things, the remedy of specific performance and binding agreements injunctive and other forms of Sellerequitable relief, enforceable against Seller in accordance with their respective terms, may be subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally equitable defenses and to general principles the discretion of equity (whether considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Seller (a) Each of Parent and Acquisition has full all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Seller Directors of Parent (the "PARENT BOARD"), the Board of Directors of Acquisition and by Parent as the sole stockholder of Acquisition, and no other corporate proceedings on the part of Seller Parent or Acquisition are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach of Parent and Acquisition and, orassuming the due authorization, if applicableexecution and delivery hereof by the Company, will be duly and validly executed and delivered by Seller at the Closingconstitutes a valid, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid legal and binding agreements agreement of Buyer, each of Parent and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, Acquisition enforceable against Seller each of Parent and Acquisition in accordance with their respective its terms, subject to any applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, insolvency, moratorium, and other moratorium or similar Laws affecting laws now or hereafter in effect relating to creditors' rights generally and or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law or in equitylaw). (b) The Parent Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby (including the Offer and the Merger) are fair to and in the best interests of Parent and (ii) approved and adopted this Agreement and the transactions contemplated hereby (including the Offer and the Merger).

Authority Relative to this Agreement. Seller Buyer has full corporate power ------------------------------------ and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required by the board of directors of Buyer, and no other action on the part of Seller and no other corporate proceedings on the part board of Seller are necessary directors of Buyer is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements or to consummate which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it Buyer is a party have been or will be, as applicable, duly and validly executed and delivered by SellerBuyer and, orassuming the due authorization, if execution and delivery hereof by the Seller and/or the other parties thereto, constitutes or will constitute, as applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute a legal, valid and binding agreements obligation of Seller, Buyer enforceable against Seller Buyer in accordance with their its respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting laws relating to the enforcement of creditors' rights generally and to by general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller The Acquiror has full all requisite corporate power and authority authority, subject to the adoption of this Agreement by the holders of at least a majority of the outstanding capital stock (voting together as one class) entitled to vote in accordance with the TBCA and the Acquiror's Articles of Incorporation and Bylaws, to execute and deliver this Agreement and the Ancillary Agreements to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Ancillary Agreements Acquiror and the consummation by the Acquiror of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller the Acquiror, and no other corporate proceedings on the part of Seller the Acquiror are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby other than the adoption of this Agreement by the holders of at least a majority of the outstanding capital stock of the Acquiror (voting together as one class entitled to vote) in accordance with the TBCA and therebythe Acquiror's Articles of Incorporation and Bylaws. As of the date of this Agreement, the Board of Directors of the Acquiror has determined that the Merger, upon the terms and subject to the conditions of this Agreement, is advisable and in the best interest of the Acquiror's shareholders. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellerthe Acquiror and, orassuming the due authorization, if applicableexecution and delivery by the Company and adoption of the Agreement by the requisite vote of the stockholders of the Company, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute constitutes a valid and binding agreements obligation of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, Acquiror enforceable against Seller it in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller The Company has full the requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements Escrow Agreement and to consummate the transactions contemplated hereby carry out its obligations hereunder and therebythereunder. The execution and delivery of this Agreement and the Ancillary Agreements Escrow Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Company's Board of Seller and Directors and, other than the adoption of this Agreement by the Company Shareholders pursuant to the DCL, no other corporate proceedings on the part of Seller the Company are necessary to authorize this Agreement or and the Ancillary Agreements or to consummate Escrow Agreement and the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party Escrow Agreement have been duly and validly executed and delivered by Sellerthe Company and, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements Escrow Agreement constitute valid and binding obligations of each of Parent, Merger Sub and each of the Company Shareholders that is a party hereto and thereto, and assuming its adoption by the Company Shareholders, this Agreement and the Escrow Agreement constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerCompany, enforceable against Seller the Company in accordance with their respective terms, except as the enforceability hereof may be subject to applicable or limited by bankruptcy, insolvency, reorganization, insolvencyarrangement or similar laws affecting the rights of creditors generally, moratorium, judicial limitations upon the specific performance of certain types of obligations and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity)public policy.

Authority Relative to this Agreement. Seller Each of the Sellers and MTI has full corporate or partnership power and authority (as applicable) to execute and deliver this Agreement and each of the Sellers Ancillary Agreements Documents (as applicable) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Sellers Ancillary Agreements Documents by each of the Sellers and MTI (as applicable) and the consummation of the transactions contemplated hereby and thereby by the Sellers and MTI (as applicable), have been duly and validly authorized by all necessary corporate or partnership action required (as applicable) on the part of Seller the Sellers and MTI (as applicable) and no other corporate or partnership proceedings (as applicable) on the part of Seller the Sellers and MTI are necessary to authorize this Agreement or the Sellers Ancillary Agreements Documents, or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Seller, or, if applicable, and the Sellers Ancillary Documents will be duly and validly executed and delivered by Seller at the ClosingClosing by the Sellers and MTI (as applicable) and, assuming the due authorization, execution and assuming that this Agreement delivery by the other parties hereto and the applicable Ancillary Agreements constitute valid and binding agreements of Buyerthereto, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes a legal, valid and binding agreements obligation of Sellerthe Sellers and MTI (as applicable), enforceable against Seller each such party in accordance with their respective its terms, subject to except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and reorganization or other similar Laws laws affecting creditors' rights generally and to by general equitable principles (regardless of equity (whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Seller The Purchaser has full the requisite corporate power and authority to execute enter into and deliver perform its obligations under this Agreement and the each 34 - 28 - Ancillary Agreements and Agreement to consummate the transactions contemplated hereby and therebywhich it will be a party. The execution and delivery of this Agreement and each Ancillary Agreement to which the Ancillary Agreements and Purchaser will be a party, the consummation of the Acquisition, and the other transactions contemplated hereby in Articles II and thereby III have been duly and validly authorized by all necessary corporate action required on the part Board of Seller Directors of the Purchaser, and no other corporate proceedings on the part of Seller the Purchaser are necessary to authorize this Agreement, any Ancillary Agreement to which the Purchaser will be a party, the consummation of the Acquisition, or the Ancillary Agreements or to consummate the other transactions contemplated hereby in Articles II and therebyIII. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Seller, or, if applicable, will the Purchaser. Each Ancillary Agreement required to be duly and validly executed and delivered by Seller the Purchaser at the ClosingClosing will be, upon its or their execution and assuming that delivery as provided in Section 3.2, duly executed and delivered by the Purchaser. Assuming the valid authorization, execution and delivery of this Agreement (and each Ancillary Agreement to which either Vendor will be a party) by the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory ApprovalsVendor or Vendors, this Agreement is, and upon its execution and delivery by the applicable Vendor or Vendors, each Ancillary Agreements constitute legalAgreement to which the Purchaser is a party will be, valid and binding agreements obligations of Sellerthe Purchaser, enforceable against Seller in accordance with their respective terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium, and moratorium or other similar Laws law relating to or affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity)by equitable principles.

Authority Relative to this Agreement. Seller has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Directors of Seller or by a committee thereof to whom such authority has been delegated and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the consummation of the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by SellerSeller and, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of BuyerBuyers and each other party thereto, and subject to the receipt of Seller's the Seller Required Regulatory Approvals and Buyer's the Buyers Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Acquirer has full corporate all requisite right, power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and the Ancillary Agreements Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation by it of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by all necessary required corporate or other action required on the part of Seller Acquirer and no other corporate or other proceedings on the part of Seller Acquirer are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements Transaction Documents to which it is a party have been or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by SellerAcquirer and, orassuming this Agreement has been, if applicableand each of the other Transaction Documents to which it is a party will be, will be duly and validly authorized, executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvalsother parties thereto, this Agreement constitutes, and each of the Ancillary Agreements constitute other Transaction Documents to which it is a party will constitute, a legal, valid and binding agreements obligation of SellerAcquirer, enforceable against Seller it in accordance with their respective terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, and moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors' ’ rights generally generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the limitations imposed by general equitable principles of equity (regardless whether such enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller The Company has full corporate power and authority to execute and deliver this Agreement and the other agreements which are attached, or forms of which are attached, as exhibits hereto (the “Ancillary Agreements Agreements”) to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company’s majority board of directors and the shareholders entitled to vote unanimously have approved this Agreement and declared its advisability. The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action required by the board of directors and voting shareholders of the Company, and no other action on the part of Seller and no other corporate proceedings on the part board of Seller are necessary directors or shareholders entitled to vote of the Company or by any officer, director or equity holder is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements or to consummate which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it the Company is a party have been or will be, as applicable, duly and validly executed and delivered by Sellerthe Company and, orassuming the due authorization, if applicableexecution and delivery hereof (and, will be duly and validly executed and delivered by Seller at in the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements case of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute to which Acquirer is a party, thereof) by Acquirer, each constitutes or will constitute, as applicable, a legal, valid and binding agreements obligation of Seller, the Company enforceable against Seller the Company in accordance with their its respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting relating to the enforcement of creditors' ’ rights generally and to by general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller The Buyer has full corporate all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and the Ancillary Agreements Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the transactions contemplated hereby and thereby Contemplated Transactions, including, without limitation, the Share Purchase, have been duly and validly authorized by all necessary required corporate or other action required on the part of Seller the Buyer, and no other corporate or other proceedings on the part of Seller Buyer are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements Transaction Documents to which it is a party have been or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by Sellerthe Buyer and, orassuming this Agreement has been, if applicableand each of the other Transaction Documents to which it is a party will be, will be duly and validly authorized, executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvalsother parties thereto, this Agreement constitutes, and each of the Ancillary Agreements constitute other Transaction Documents to which it is a party will constitute, a legal, valid and binding agreements obligation of Sellerthe Buyer, enforceable against Seller it in accordance with their respective terms, subject to except as limited by applicable bankruptcyBankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, reorganizationupon issuance in accordance with the terms of this Agreement, insolvencywill be validly issued, moratoriumfully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other similar Laws affecting creditors' rights generally than those created or incurred by the Shareholders) and to general principles of equity (whether considered in a proceeding at law or in equity)compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Seller Each of the Company and Sellers has full corporate ------------------------------------ all requisite power and authority capacity to execute and deliver this Agreement and each of the Ancillary Transaction Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the Company have been duly and validly authorized by all necessary corporate action required on Sellers, as the part sole shareholders of Seller the Company, and no other corporate proceedings on the part of Seller the Company are necessary to authorize the execution and delivery of this Agreement or the Ancillary Agreements Agreement, or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach of the Company and Sellers and, or, if applicable, will be assuming that this Agreement has been duly and validly executed and delivered by Seller at the ClosingXxxxxx and Newco, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes a legal, valid and binding agreements agreement of Sellereach of the Company and Sellers, enforceable against Seller each of the Company and Sellers in accordance with their its terms subject to (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether the enforcement is considered a proceeding in equity or at law). Assuming due execution and delivery by all parties thereto, each of the Transaction Agreements to which Sellers are a party will constitute a legal, valid and binding agreement of Sellers enforceable against Sellers in accordance with its respective terms, subject to applicable (a) bankruptcy, insolvency, reorganization, insolvency, moratorium, moratorium and other similar Laws laws of general application affecting creditors' the rights generally and to remedies of creditors and (b) general principles of equity (regardless of whether the enforcement is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Seller Buyer has full corporate power ------------------------------------ and corporate authority to execute, deliver, and perform this Agreement and any Related Agreements to which it is a party, and EPE has full corporate power and corporate authority to execute execute, deliver, and deliver this Agreement and perform the Ancillary Agreements and to consummate the transactions contemplated hereby and therebyEPE Guaranty. The execution execution, delivery, and delivery performance by Buyer of this Agreement and the Ancillary such Related Agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on of Buyer. The execution, delivery, and performance by EPE of the part EPE Guaranty and the consummation by it of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebythereby have been duly authorized by all necessary corporate action of EPE. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by SellerBuyer and constitutes, orand each such Related Agreement executed or to be executed by Buyer has been, if applicableor when executed will be, will be duly and validly executed and delivered by Seller at the ClosingBuyer and constitutes, or when executed and assuming that this Agreement and the applicable Ancillary Agreements constitute delivered will constitute, a valid and legally binding agreements obligation of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller Buyer in accordance with their respective terms, subject to except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, and other similar Laws laws affecting creditors' rights generally and to general (ii) equitable principles which may limit the availability of equity certain equitable remedies (whether considered such as specific performance) in certain instances. The EPE Guaranty has been duly executed and delivered by EPE and constitutes a proceeding at law or valid and legally binding obligation of EPE, enforceable against EPE in equity)accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

Authority Relative to this Agreement. Seller F Co has full all necessary corporate power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it is or will become a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger and therebythe Other Transactions. The execution execution, delivery and delivery performance of this Agreement and the each Ancillary Agreements Agreement to which it is or will become a party by F Co, and the consummation by F Co of the transactions contemplated hereby Merger and thereby the Other Transactions have been duly and validly authorized by all necessary corporate action required on the part of Seller F Co and no other corporate proceedings on the part of Seller F Co are or will be necessary to authorize this Agreement or to consummate the Ancillary Agreements Merger and the Other Transactions (other than the adoption of this Agreement by the stockholders of F Co and the filing and recordation of the Certificate of Merger, in each case as required by the provisions of the DGCL and the DLLCA). Except for the adoption of this Agreement by the stockholders of F Co in accordance with the provisions of the DGCL, the affirmative vote or consent of the holders of any class or series of capital stock or other securities of F Co, or any of them, is not necessary to approve any agreement or instrument contemplated hereby or by any of the Other Transactions other than this Agreement or to consummate any of the transactions Other Transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, F Co and assuming that this Agreement the due authorization, execution and the applicable Ancillary Agreements constitute valid and binding agreements of Buyerdelivery by C Co, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes a legal, valid and binding agreements obligation of SellerF Co, enforceable against Seller it in accordance with their respective its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, insolvency, moratorium, and other moratorium or similar Laws laws affecting creditors' ’ rights generally and subject to the effect of general principles of equity equity. Each other Ancillary Agreement to which F Co will be a party (whether considered the “F Co Closing Documents”), upon execution and delivery by F Co,, will constitute a legal, valid and binding obligation of F Co, enforceable against it in a proceeding at law accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or in similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity).

Authority Relative to this Agreement. Seller Each of Buyer, Buyer's Parent and Guarantor has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreements, as applicable, and to consummate the transactions contemplated hereby and or thereby. The execution and delivery of this Agreement and the Ancillary Agreements as applicable, and the consummation of the transactions contemplated hereby and thereby or thereby, will have been duly and validly authorized by all necessary corporate action required on the part of Seller each of Buyer, Buyer's Parent and Guarantor, and no other corporate proceedings on the part of Seller Buyer, Buyer's Parent or Guarantor are necessary to authorize this Agreement or and the Ancillary Agreements Agreements, as applicable, or to consummate the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach of Buyer, or, if applicable, will be duly Buyer's Parent and validly executed and delivered by Seller at the ClosingGuarantor, and assuming that this Agreement and the applicable Ancillary Agreements constitute constitutes a valid and binding agreements agreement of Buyer, Seller and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's the Required Regulatory Approvals, this Agreement constitutes a valid and binding agreement of each of Buyer, Buyer's Parent and Guarantor, enforceable against each of Buyer, Buyer's Parent and Guarantor in accordance with its terms. Each of the Ancillary Agreements to which Buyer, Buyer's Parent or Guarantor is a party, when executed and delivered at the Closing by Buyer, Buyer's Parent and/or Guarantor, as applicable, will constitute legal, a valid and binding agreements agreement of SellerBuyer, Buyer's Parent and/or Guarantor, as applicable, enforceable against Seller Buyer, Buyer's Parent and Guarantor, as applicable, in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Directors of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement or and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been or, with respect to the Ancillary Agreements to be delivered at Closing, will be at Closing, duly and validly executed and delivered by the Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of the Buyer, and subject constitute, or, with respect to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements to be delivered at Closing, will constitute legalat Closing, valid and binding agreements of the Seller, enforceable against the Seller in accordance with their respective terms, subject to except that such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting or relating to enforcement of creditors' ’ rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) Seller has full corporate the power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby have been duly and validly authorized by Seller and no other partnership proceedings on the part of Seller are necessary to consummate the transactions so contemplated, except that this Agreement and the transactions contemplated hereby must be approved by the limited partners of Seller. This Agreement has been duly and validly executed and delivered by Seller and, assuming due and valid execution and delivery by Buyer, constitutes Seller's legal, valid and binding agreement, enforceable in accordance with its terms, except as such enforcement (a) may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and (b) is subject to the availability of equitable remedies as determined in the discretion of the court before which a proceeding may be brought. (b) Xxxxx has the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller Xxxxx and no other corporate proceedings on the part of Seller Xxxxx are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyso contemplated. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by SellerXxxxx and, or, if applicable, will be duly assuming due and validly executed valid execution and delivered delivery by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes Xxxxx' legal, valid and binding agreements of Selleragreement, enforceable against Seller in accordance with their respective its terms, subject to applicable except as such enforcement (a) may be limited by bankruptcy, reorganization, insolvency, moratorium, and other moratorium or similar Laws laws affecting creditors' rights generally and (b) is subject to general principles the availability of equity (whether considered equitable remedies as determined in the discretion of the court before which a proceeding at law or in equity)may be brought.

Authority Relative to this Agreement. Except for such authorization as is required from the Bankruptcy Court, each Seller has full corporate all requisite power and authority to (a) execute and deliver this Agreement Agreement, (b) execute and deliver each of the Ancillary Agreements to be executed and delivered by such Seller, and (c) perform its obligations hereunder and under each of the Ancillary Agreements to be executed and delivered by such Seller, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and each of the Ancillary Agreements to be executed and delivered by such Seller, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate requisite action required on the part of such Seller subject to the approval of the Bankruptcy Court. This Agreement has been, and no other corporate proceedings on at or prior to the part Closing each of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been will be, duly and validly executed and delivered by Sellereach Seller and (assuming the due authorization, orexecution and delivery by the other parties hereto and thereto, if applicableand the entry of the Sale Order) this Agreement constitutes, will be duly and validly each of the Ancillary Agreements when so executed and delivered by Seller at the Closingwill constitute, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements obligations of each Seller, enforceable against such Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, insolvency, moratoriummoratorium and similar laws affecting creditors’ rights and remedies generally, and other similar Laws affecting creditors' rights generally and subject to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law Law or in equity) (the “Bankruptcy Exceptions”).

Authority Relative to this Agreement. Seller Purchaser has full the corporate power and authority to execute execute, deliver and deliver perform this Agreement and the Ancillary Agreements other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. USC has the corporate power and authority to execute, deliver and perform the Pledge Agreement and to consummate the transactions contemplated thereby. The execution and delivery by Purchaser and USC of this Agreement and the Ancillary Agreements Operative Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action required on the part Board of Seller Directors of Purchaser and USC, respectively, and no other corporate proceedings on the part of Seller Purchaser or USC are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebywith respect thereto. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Seller, or, if applicable, will be duly Purchaser and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes a legal, valid and binding agreements obligation of SellerPurchaser, enforceable against Seller it in accordance with their respective its terms, subject to applicable except as enforcement hereof may be limited by bankruptcy, reorganization, insolvency, moratoriumfraudulent conveyance, and moratorium or other similar Laws laws affecting enforcement of creditors' rights generally generally. The Pledge Agreement, when executed and delivered by USC, will constitute a legal, valid and binding obligation of USC, enforceable against USC in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar laws affecting enforcement of creditors' rights generally. As of the date hereof, to general principles of equity (whether considered in a proceeding at law Purchaser's knowledge and except as contemplated by this Agreement, Purchaser is not prohibited by any Tribunal or in equity)Contract or Agreement from acquiring the Company.

Authority Relative to this Agreement. Seller has full Each of Acquiror and Merger Sub have all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder (including, subject to Stockholder Approval of the Proposal to the extent required by applicable Law or stock exchange rule, the issuance of the Acquiror Common Stock described herein), and to consummate the Merger and the transactions contemplated hereby and therebyby the other Transaction Documents. The execution and delivery of this Agreement and the Ancillary Agreements other Transaction Documents by Acquiror and Merger Sub and the consummation by Acquiror and Merger Sub of the transactions contemplated hereby and thereby Merger have been duly and validly authorized by all necessary corporate corporation action required on the part of Seller Acquiror and Merger Sub, and no other corporate proceedings on the part of Seller Acquiror are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyMerger. This Agreement and the Ancillary Agreements to which it is a party other Transaction Documents have been or will be duly and validly executed and delivered by SellerAcquiror and Merger Sub and, orassuming the due authorization, if applicableexecution and delivery by the other Parties hereto and thereto, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute each such agreement constitutes a legal, valid and binding agreements obligation of SellerAcquiror and Merger Sub, enforceable against Seller Acquiror and Merger Sub in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity)the Bankruptcy Exception.

Authority Relative to this Agreement. Seller AE has full corporate limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which AE is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by AE of this Agreement and the Ancillary Agreements to which it is a party and the consummation by AE of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate limited liability company action required of AE, and no other limited liability company action on the part of Seller and no other corporate proceedings on the part of Seller are necessary AE is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements or to consummate which it is a party and the consummation by AE of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it AE is or will become a party have been or will be, as applicable, duly and validly executed and delivered by SellerAE and, orassuming the due authorization, if applicableexecution and delivery hereof (and, will be duly and validly executed and delivered by Seller at in the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements case of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute to which Purchaser is a party, thereof) by, and enforceability against, Purchaser, each constitutes or will constitute, as applicable, a legal, valid and binding agreements obligation of Seller, AE enforceable against Seller it in accordance with their its respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting relating to the enforcement of creditors' ’ rights generally and to by general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller With respect to each Shareholder which is not a natural Person, (i) such Shareholder has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such Shareholder is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The , (ii) the execution and delivery by such Shareholder of this Agreement and the Ancillary Agreements to which it is a party and the consummation by such Shareholder of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required of such Shareholder, and no other action on the part of Seller and no other corporate proceedings on the part of Seller are necessary such Shareholder is required to authorize the execution, delivery and performance of this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party and the consummation by such Shareholder of the transactions contemplated hereby and thereby, (iii) this Agreement and the Ancillary Agreements to which such Shareholder is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Sellersuch Shareholder. Assuming the due authorization, orexecution and delivery hereof (and, if applicable, will be duly and validly executed and delivered by Seller at in the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements case of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute to which Purchaser is a party, thereof) by, and enforceability against, Purchaser, each constitutes or will constitute, as applicable, a legal, valid and binding agreements obligation of Seller, such Shareholder enforceable against Seller it in accordance with their its respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and to by general principles of equity (whether considered equity. Such Shareholder's consent set forth in a proceeding at law or in equity)SECTION 1.15 is irrevocable.

Authority Relative to this Agreement. Seller Each of NRG and Dynegy has ------------------------------------ full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part board of Seller directors of the Buyer and no other corporate proceedings on the part of Seller NRG and Dynegy are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly NRG and validly executed and delivered by Seller at the ClosingDynegy, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyerthe Seller, and subject to the receipt of Seller's the Buyer Required Regulatory Approvals and Buyer's the Seller Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, constitutes a valid and binding agreements agreement of SellerNRG and Dynegy, enforceable against Seller NRG and Dynegy in accordance with their respective terms, subject to except that such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each Seller has full corporate power all requisite power, authority and authority legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by such Seller in connection with the Ancillary Agreements transactions contemplated by this Agreement (the “Seller Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by this Agreement. Other than obtaining the Requisite Approvals, the execution, delivery and thereby. The execution and delivery performance of this Agreement and each of the Ancillary Agreements Seller Documents and the consummation of the transactions contemplated hereby and thereby by this Agreement have been duly authorized and validly authorized approved by all necessary required corporate action required on the part of Seller and no each Seller. No other corporate proceedings proceeding on the part of a Seller are is necessary to authorize this Agreement or and the Ancillary Agreements or to consummate Seller Documents and the transactions contemplated hereby and therebyby this Agreement, other than obtaining the Requisite Approvals. This Agreement has been, and each of the Ancillary Agreements Seller Documents will be at or prior to which it is a party have been the Closing, duly and validly executed and delivered by Sellereach Seller party thereto. Assuming due authorization, or, if applicable, will be duly execution and validly executed and delivered delivery by Seller at the Closing, and assuming that of this Agreement by the Buyer and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory the Requisite Approvals, this Agreement constitutes, and each of the Ancillary Agreements constitute Seller Documents when so executed and delivered will constitute, legal, valid and binding agreements obligations of Sellereach Seller party thereto, enforceable against such Seller in accordance with their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting or relating to enforcement of creditors' ’ rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other agreements which are attached (or forms of which are attached) as exhibits hereto (the "ANCILLARY AGREEMENTS") to which Seller is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller is a party and the consummation by Seller of the transactions contemplated hereby and thereby thereby, and the performance by Seller of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action required by the board of directors of Seller, and no other action on the part of Seller and no other corporate proceedings on the part board of directors of Seller are necessary is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements or to consummate which Seller is a party and the consummation by Seller of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it Seller is a party have been duly and validly executed and delivered by Selleror will be, or, if as applicable, will be duly and validly executed and delivered by Seller at and, assuming the Closingdue authorization, execution and assuming that this Agreement and delivery hereof (and, in the applicable Ancillary Agreements constitute valid and binding agreements case of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute to which Buyer is a party, thereof) by Buyer, each constitutes or will constitute, as applicable, a legal, valid and binding agreements obligation of Seller, Seller enforceable against Seller in accordance with their its respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting laws relating to the enforcement of creditors' rights generally and to by general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Each of the Atmos Entities has full all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which they are signatories and to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby to which they are signatories have been duly and validly authorized by all necessary corporate action required on the part board of Seller directors of Atmos and by the managers of Energy, and no other corporate proceedings on the part of Seller the Atmos Entities are necessary to authorize this Agreement or the Ancillary Agreements to which they are signatories or to consummate the transactions contemplated hereby herein and therebytherein. This Agreement has been, and the Ancillary Agreements to which it is a party have been they are signatories will be, duly and validly executed and delivered by Sellerthe Atmos Entities and, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyerconstitutes, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements will constitute when signed, the legal, valid and binding agreements obligations of Sellerthe other parties hereto and thereto, each such agreement constitutes or will constitute the legal, valid and binding obligation of the Atmos Entities, as the case may be, enforceable against Seller in accordance with their respective terms, its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, moratorium or similar laws (including court decisions) and other similar Laws doctrines affecting creditors' the rights of creditors generally and to general principles of equity (whether considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Seller Each of Acquiror and HAC has full the corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to perform its respective obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by each of Acquiror and the Ancillary Agreements HAC and the consummation by each of Acquiror and HAC of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the Board of Directors of each of Acquiror and HAC and by Acquiror as the sole stockholder of HAC. Except for the approval of this Agreement by the requisite vote of Acquiror's stockholders (the "Acquiror Stockholder Approval") at a special meeting of Acquiror's stockholders duly called for the purpose of obtaining such approval (the "Acquiror Stockholders Meeting"), no other corporate action required or proceeding on the part of Seller and no other corporate proceedings on the part of Seller are Acquiror or HAC is necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach of Acquiror and HAC and, orassuming the due authorization and valid execution and delivery by the Company, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute constitutes a valid and binding agreements agreement of Buyer, each of Acquiror and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerHAC, enforceable against Seller each of Acquiror and HAC in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, and other moratorium or similar Laws affecting now or hereafter in effect relating to creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Purchaser has full corporate all requisite limited partnership power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which Purchaser is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such Ancillary Agreements to which Purchaser is a party and the consummation by Purchaser of such transactions contemplated hereby and thereby have been duly authorized by all requisite limited partnership action on the part of Purchaser. No other limited partnership proceedings on the part of Purchaser or its partners (general or limited) are necessary to authorize the execution, delivery and performance of this Agreement, the Ancillary Agreements to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it Purchaser is a party party, and the consummation of the transactions contemplated hereby and thereby, have been been, or at the Closing will be, duly and validly executed and delivered by SellerPurchaser, orand, if applicableassuming this Agreement and such other agreements have been duly authorized, will be duly and validly executed and delivered by Seller at the ClosingNAP and Seller, and assuming that as applicable, each of this Agreement and the applicable Ancillary Agreements constitute such other agreements constitutes a valid and binding agreements agreement of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerPurchaser, enforceable against Seller Purchaser in accordance with their respective its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, and other moratorium or similar Laws affecting laws from time to time in effect that affect creditors' ’ rights generally and to general principles by legal and equitable limitations on the availability of equity (whether considered in a proceeding at law or in equity)specific remedies.

Authority Relative to this Agreement. (a) Seller is a limited liability company, duly formed, validly existing and in good standing under the laws of the jurisdiction of formation and has full corporate the requisite power and authority to own, lease and operate its respective properties and carry on its business as now being conducted. Seller has all limited liability company power and authority necessary to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby hereby. The Company is duly qualified and thereby. is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business. (b) The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part managing member of the Seller and no other corporate company proceedings on the part of the Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Seller, orand, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute constitutes a valid and binding agreements agreement of BuyerPurchaser, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, constitutes a valid and binding agreements agreement of Seller, enforceable against Seller in accordance with their respective its terms, subject to except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting or relating to enforcement of creditors' ’ rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller SPAC has full corporate the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the Ancillary other Transaction Agreements to which it is a party; and (b) carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions (including the Merger). The execution and delivery by SPAC of this Agreement and the Ancillary other Transaction Agreements to which it is a party, and the consummation by SPAC of the transactions contemplated hereby and thereby Transactions (including the Merger) have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly authorized by all necessary corporate requisite action required on the part of Seller SPAC, and no other corporate proceedings on the part of Seller SPAC are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary other Transaction Agreements to which it is a party or to consummate the transactions contemplated thereby, other than approval by the SPAC Stockholders of the SPAC Stockholder Matters. This Agreement and the other Transaction Agreements to which SPAC is a party have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by SellerSPAC and, orassuming the due authorization, if applicableexecution and delivery hereof and thereof by the other parties thereto, will be duly and validly executed and delivered by Seller at constitute the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid legal and binding agreements obligations of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, SPAC enforceable against Seller it in accordance with their respective terms, terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equitythe Enforcement Exceptions).

Authority Relative to this Agreement. Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by SellerSeller and at Closing, or, if applicable, the Ancillary Agreements will be duly and validly executed and delivered by Seller at the ClosingSeller, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer and/or Buyer’s Parent, as applicable, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's ’s Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute the legal, valid and binding agreements agreement of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Each of Parent and Acquisition has full the requisite corporate or other power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part boards of Seller directors (or similar governing body) of Parent and Acquisition and by Parent as the sole stockholder of Acquisition, and no other corporate proceedings on the part of Seller Parent or Acquisition are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach of Parent and Acquisition and, orassuming due and valid authorization, if applicableexecution and delivery thereof by the Company, will be duly and validly executed and delivered by Seller at the Closingconstitutes a valid, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid legal and binding agreements agreement of Buyer, each of Parent and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerAcquisition, enforceable against Seller each of Parent and Acquisition in accordance with their respective its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance and other similar Laws laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to general principles equitable defenses and would be subject to the discretion of equity (whether considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Seller has At the Closing, ACC will have full corporate power power, capacity and authority to execute and deliver this Agreement each document related to the transactions contemplated herein (such transactions are referred to herein as the “Contemplated Transactions” and such documents are referred to herein as the Ancillary Agreements “Transaction Documents”) to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution execution, delivery and delivery performance by ACC of this Agreement and the Ancillary Agreements each Transaction Document and the consummation of the transactions contemplated hereby and thereby Contemplated Transactions to which ACC and/or Shareholders are, or at Closing, will be, a party will have been duly and validly authorized by all necessary corporate action required on the part of Seller ACC and no other corporate proceedings acts by or on the part behalf of Seller are ACC or Shareholder will be necessary or required to authorize this Agreement the execution, delivery and performance by ACC and Shareholders of each Transaction Document and the consummation of the Contemplated Transactions to which it, he or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyshe, is or, at Closing, will be, a party. This Agreement and the Ancillary Agreements other Transaction Documents to which it ACC is a party have been duly and validly executed and delivered by SellerACC and Shareholders, or, if applicable, will be duly and validly executed and delivered by Seller at the Closingrespectively, and (assuming that this Agreement the valid execution and delivery thereof by the applicable Ancillary Agreements other parties thereto) will constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerACC and Shareholders, respectively, enforceable against Seller ACC and Shareholders in accordance with their respective terms, subject to except as such obligations and their enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to general principles the discretion of equity the court before which any proceeding therefor may be brought (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller has full corporate Each of Parent and the Merger Subs have the requisite power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and the Ancillary other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (ii) carry out its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and therebyTransactions (including the Mergers). The execution and delivery by Parent and the Merger Subs of this Agreement and the Ancillary other Transaction Agreements to which each of them is a party, and the consummation by Parent and the Merger Subs of the transactions contemplated hereby and thereby Transactions (including the Mergers) have been duly and validly authorized by all necessary corporate or limited liability company action required on the part of Seller each of Parent and the Merger Subs, and no other corporate proceedings on the part of Seller Parent or the Merger Subs are necessary to authorize this Agreement or the Ancillary other Transaction Agreements to which each of them is a party or to consummate the transactions contemplated hereby and thereby, other than approval of the Parent Stockholder Matters (the “Parent Stockholder Approval”). This Agreement and the Ancillary other Transaction Agreements to which it each of them is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement Parent and the applicable Ancillary Agreements Merger Subs and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute valid the legal and binding agreements obligations of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement Parent and the Ancillary Agreements constitute legal, valid and binding agreements of SellerMerger Subs (as applicable), enforceable against Seller Parent and the Merger Subs (as applicable) in accordance with their respective terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, and other moratorium or similar Laws laws affecting creditors' ’ rights generally and to general or by principles governing the availability of equity (whether considered in a proceeding at law or in equity)equitable remedies.

Authority Relative to this Agreement. Each of the Company and Seller has full corporate all requisite power and authority capacity to execute and deliver this Agreement and each of the Ancillary Transaction Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the Company have been duly and validly authorized by all necessary corporate action required on Seller, as the part sole shareholder of Seller the Company, and no other corporate proceedings on the part of Seller the Company are necessary to authorize the execution and delivery of this Agreement or the Ancillary Agreements Agreement, or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach of the Company and Seller and, or, if applicable, will be assuming that this Agreement has been duly and validly executed and delivered by Seller at the ClosingWendy's and Newco, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes a legal, valid and binding agreements agreement of each of the Company and Seller, enforceable against each of the Company and Seller in accordance with its terms subject to (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether the enforcement is considered a proceeding in equity or at law). Assuming due execution and delivery by all parties thereto, each of the Transaction Agreements to which Seller is a party will constitute a legal, valid and binding agreement of Seller enforceable against Seller in accordance with their its respective terms, terms subject to applicable (a) bankruptcy, insolvency, reorganization, insolvency, moratorium, moratorium and other similar Laws laws of general application affecting creditors' the rights generally and to remedies of creditors and (b) general principles of equity (regardless of whether the enforcement is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. a. Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Income Tax Disaffiliation Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements Income Tax Disaffiliation Agreement, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary requisite corporate action required (including, if requisite, shareholder or similar action) on the part of Seller Seller, and no other corporate proceedings on the its part of Seller are necessary to authorize this Agreement or and the Ancillary Agreements Income Tax Disaffiliation Agreement or to consummate the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party Income Tax Disaffiliation Agreement have been duly and validly executed and delivered by SellerSeller and, orassuming this Agreement and the Income Tax Disaffiliation Agreement have been duly authorized, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, constitutes valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms. b. Upon Closing of each stage of the Foreign Transfer, subject each Foreign Subsidiary involved in such Closing will have full power and authority to applicable bankruptcyexecute and deliver the Foreign Transfer Documents then deliverable and to consummate the Foreign Transfer at such Closing, reorganizationthe execution and delivery of such Foreign Transfer Documents and consummation of the Foreign Transfer at such Closing will have been duly and validly authorized by all requisite corporate action (including, insolvencyif requisite, moratoriumshareholder or similar action) on the part of such Foreign Subsidiary, and no other proceedings on its part will be necessary to authorize such Foreign Transfer Documents or to consummate the Foreign Transfer at such Closing. Upon Closing of each stage of the Foreign Transfer, each Foreign Transfer Document then deliverable will have been duly and validly executed and delivered by the Foreign Subsidiary party thereto and, assuming due authorization, execution and delivery of the same by Buyer, will constitute a valid and binding agreement of such Foreign Subsidiary, enforceable against such Foreign Subsidiary in accordance with its terms. c. PCI has full power and authority to consummate the transactions contemplated by Section 6.1(c)(vi), and the consummation of such transactions have been duly and validly authorized by all requisite corporate action (including, if requisite, shareholder or similar Laws affecting creditors' rights generally action) on the part of PCI, and no other proceedings on its part are necessary to consummate such transactions. At Closing, the transactions contemplated by Section 6.1(c)(vi) will have been validly consummated and enforceable against PCI. d. MMT has full power and authority to execute and deliver this Agreement (solely with respect to Section 6.9) and to general principles consummate the transactions contemplated by Section 6.9. The execution and delivery of equity this Agreement (whether considered solely with respect to Section 6.9) and the consummation of the transactions contemplated by Section 6.9 have been duly and validly authorized by all requisite corporate action (including, if requisite, shareholder or similar action) on the part of MMT, and no other proceedings on its part are necessary to authorize this Agreement (solely with respect to Section 6.9) or to consummate the transactions contemplated by Section 6.9. This Agreement has been duly and validly executed (solely with respect to Section 6.9) and delivered by MMT and, assuming it has been duly authorized, executed and delivered by Buyer, constitutes a valid and binding agreement of MMT, solely with respect to Section 6.9, enforceable against MMT in accordance with its terms. e. At Closing, Seller and each of Seller's Affiliates party thereto will have full power and authority to execute and deliver each Ancillary Agreement and to consummate the transactions contemplated thereby. At Closing, the execution and delivery of each Ancillary Agreement and the consummation of the transactions contemplated thereby will have been duly and validly authorized by all requisite corporate action (including, if requisite, shareholder or similar action) on the part of Seller and each of Seller's Affiliates party thereto, and no other proceedings on their part will be necessary to authorize each Ancillary Agreement or to consummate the transactions contemplated thereby. At Closing, each Ancillary Agreement will have been duly and validly executed and delivered by and Seller and each of Seller's Affiliates party thereto, assuming it has been duly authorized, executed and delivered by Buyer or Buyer's Affiliates, will constitute a proceeding at law or valid and binding agreement of Seller and each of Seller's Affiliates party thereto, enforceable against them in equity)accordance with its terms.

Authority Relative to this Agreement. Seller has Purchaser and PurchaserSub have full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser and PurchaserSub of this Agreement and the Ancillary Agreements to which Purchaser and/or PurchaserSub is a party and the consummation by Purchaser and PurchaserSub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actions of Purchaser and PurchaserSub, and no other corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary Purchaser or PurchaserSub is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements or to consummate which it is a party and the consummation by Purchaser and PurchaserSub of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it Purchaser and/or PurchaserSub is or will become a party have been or will be, as applicable, duly and validly executed and delivered by SellerPurchaser and/or PurchaserSub, or, if as applicable, will be duly and, assuming the due authorization, execution and validly executed delivery hereof (and delivered by Seller at in the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements case of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute to which the Company and/or each Shareholder is a party, thereof) by, and enforceability against, Company and/or each Shareholder, each constitutes or will constitute, as applicable, a legal, valid and binding agreements obligation of SellerPurchaser and/or PurchaserSub, enforceable against Seller Purchaser and/or PurchaserSub, as applicable, in accordance with their its respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and to by general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Buyer has full corporate limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and or thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby or thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Seller Buyer and no other corporate limited liability company proceedings on the part of Seller Buyer are necessary to authorize this Agreement or and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by SellerBuyer, or, if applicable, will be duly and validly executed and delivered by Seller Buyer at or prior to the Closing, Closing and assuming that this Agreement and each such Ancillary Agreement constitute or will constitute at Closing valid and binding agreements of Seller, and subject to the applicable Ancillary Agreements receipt of Buyer’s Required Regulatory Approvals and Seller’s Required Regulatory Approvals, constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller Buyer in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' ’ rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller (a) Each of Parent and Merger Sub has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller Parent or Merger Sub are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach of Parent and Merger Sub and constitutes a valid, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid legal and binding agreements agreement of Buyer, each of Parent and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerMerger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, moratorium and other similar Laws affecting creditors' rights generally and remedies generally, and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity). (b) The Board of Directors of Parent (the "Parent Board"), the Board of Directors of Merger Sub and Parent as the sole stockholder of Merger Sub have duly and validly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by such Boards of Directors and Parent as the sole stockholder of Merger Sub for the consummation of the transactions.

Authority Relative to this Agreement. Seller (a) Each Selling Party has the full corporate company power and authority to enter into, execute and deliver this Agreement and each of the Ancillary Agreements Transaction Documents to which it is a party and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution Each Selling Party’s execution, delivery and delivery performance of this Agreement and each of the Ancillary Agreements Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate requisite action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. such Selling Party. (b) This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach Selling Party, orand assuming due authorization, if applicableexecution and delivery by the other parties hereto, will be this Agreement constitutes a legal, valid, and binding agreement of such Selling Party, enforceable against such Selling Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of the Transaction Documents to which each Selling Party is a party has been duly and validly executed by such Selling Party and delivered assuming due authorization, execution and delivery by Seller at the Closingother parties thereto, will constitute a legal, valid, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements agreement of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Sellersuch Selling Party, enforceable against Seller such Selling Party in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium, and other similar Laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity (whether considered in a proceeding at law or in equity)principles.

Authority Relative to this Agreement. Each of CSC and the Seller has full the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part respective Boards of Directors of CSC and the Seller and no other corporate proceedings on the part of CSC or the Seller are is necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, or will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement CSC and the applicable Ancillary Agreements constitute Seller and, assuming due and valid authorization, execution and delivery thereof by Parent and Acquisition, constitutes a valid, legal and binding agreements agreement of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement CSC and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against CSC and the Seller in accordance with their respective its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance and other similar Laws laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to general principles equitable defenses and would be subject to the discretion of equity (whether considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Seller Buyer has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the such Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Seller Directors of Buyer and no other corporate proceedings on the part of Seller Buyer are necessary to authorize this Agreement or the such Ancillary Agreements or to consummate the consummation of the transactions contemplated hereby and or thereby. This Agreement and the such Ancillary Agreements to which it is a party have been duly and validly executed and delivered by SellerBuyer and, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable such Ancillary Agreements constitute valid and binding agreements of BuyerSellers, and subject to the receipt of Seller's the Buyer Required Regulatory Approvals and Buyer's the Seller Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Subject to the applicable provisions of the Bankruptcy Code, each of the Selling Entities has full all necessary corporate power and or similar authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party and, upon entry and effectiveness of the Confirmation Order in accordance with the terms hereof, will have all necessary corporate or similar authority to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements other Transaction Documents to which any Selling Entity is party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the board of directors or equivalent governing body of each Selling Entity, and no other corporate action required or similar proceeding on the part of Seller and no other corporate proceedings on the part of Seller are such Selling Entity is necessary to authorize this Agreement or the Ancillary Agreements other Transaction Documents to which it is party or to consummate the transactions contemplated hereby and or thereby. This Agreement has been duly and validly executed and delivered by each Selling Entity, and, upon their execution and delivery in accordance with the Ancillary Agreements terms of this Agreement, each of the other Transaction Documents to which it any Selling Entity is a party will have been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the Closingeach Selling Entity, and assuming that this Agreement and the applicable Ancillary Agreements other Transaction Documents to which it is party constitute valid and binding agreements of BuyerBuyer to the extent that it is a party thereto, and and, subject to the receipt entry and effectiveness of Seller's Required Regulatory Approvals the Confirmation Order, and Buyer's Required Regulatory Approvalsthe execution and delivery of such other Transaction Documents in accordance with the terms hereof, this Agreement and the Ancillary Agreements other Transaction Documents constitute legal, valid and binding agreements of Sellereach Selling Entity party thereto, enforceable against Seller such Selling Entity in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller The Company has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the Ancillary Agreements Company and the consummation by the Company of the transactions contemplated hereby and thereby (subject to the satisfaction of the conditions to consummation set forth herein) have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller the Company are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions so contemplated hereby (other than the approval and therebyadoption of the Merger by the holders of at least a majority of the outstanding shares of the Company Common Stock entitled to vote in accordance with California Law and the Company's Articles of Incorporation and By-Laws). The Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's shareholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellerthe Company and, orassuming the due authorization, if execution and delivery by Parent and Merger Sub, as applicable, will be duly and validly executed and delivered by Seller at constitutes the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements obligation of Sellerthe Company, enforceable against Seller the Company in accordance with their respective terms, its terms (subject to applicable stockholder approval, as aforesaid), except as the enforceability thereof may be limited by (i) the effect of bankruptcy, insolvency, reorganization, insolvency, moratorium, and fraudulent conveyance or other similar Laws laws now or hereafter in effect relating to or affecting creditors' the rights generally and to remedies of creditors generally, and (ii) the effect of general principles of equity (equity, whether enforcement is considered in a proceeding in equity or at law or in equity)law, and the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. Seller The Buyer has full corporate limited ------------------------------------ liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part sole member of Seller the Buyer and no other corporate limited liability company proceedings on the part of Seller the Buyer are necessary to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the ClosingBuyer, and assuming that this Agreement and the applicable Ancillary Agreements to which it is a party constitute valid and binding agreements of Buyerthe Seller, and subject to the receipt of Seller's the Buyer Required Regulatory Approvals and Buyer's the Seller Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Sellerthe Buyer, enforceable against Seller the Buyer in accordance with their respective terms, subject to except that such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Each of Buyer and Buyer’s Parent has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreements, as applicable, and to consummate the transactions contemplated hereby and or thereby. The execution and delivery of this Agreement and the Ancillary Agreements as applicable, and the consummation of the transactions contemplated hereby and thereby or thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller each of Buyer and Buyer’s Parent and no other corporate proceedings on the part of Seller Buyer or Buyer’s Parent are necessary to authorize this Agreement or and the Ancillary Agreements Agreements, as applicable, or to consummate the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Seller, or, if applicable, will be duly each of Buyer and validly executed and delivered by Seller at the ClosingBuyer’s Parent, and assuming that this Agreement and the applicable Ancillary Agreements constitute constitutes a valid and binding agreements agreement of Buyer, Seller and subject to the receipt of Seller's Buyer’s Required Regulatory Approvals and Buyer's Seller’s Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, constitutes a valid and binding agreements agreement of Sellereach of Buyer and Buyer’s Parent, enforceable against Seller each of Buyer and Buyer’s Parent in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' ’ rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Purchaser has full corporate power and authority to execute and deliver this Agreement Agreement, the Subordinated Note and the each other Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement Agreement, the Subordinated Note and the each other Ancillary Agreements to which it is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required of Purchaser and no other corporate action on the part of Seller and no other corporate proceedings on the part of Seller are necessary Purchaser is required to authorize the execution, delivery and performance of this Agreement or Agreement, the Subordinated Note and each other Ancillary Agreements or to consummate which it is a party and the consummation by it of the transactions contemplated hereby and thereby. This Agreement Agreement, the Subordinated Note and the each other Ancillary Agreements to which it Purchaser is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery hereof (and in the case of Ancillary Agreements to which the Company and/or a Seller is a party, thereof) by, and enforceability against, the Company and/or a Seller, oreach constitutes or will constitute, if as applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute a legal, valid and binding agreements obligation of SellerPurchaser, enforceable against Seller it in accordance with their its respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and to by general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Purchaser has full all necessary corporate or similar power and authority authority, and has taken all corporate or similar action necessary, to execute execute, deliver and deliver perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of by this Agreement and the Ancillary Agreements in accordance with the terms hereof and the consummation thereof. No vote or other approval of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action stockholders of Purchaser is required on in connection with the part execution, delivery or performance of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This by this Agreement and the Ancillary Agreements to which it is a party have in accordance with the terms hereof and thereof, whether by reason of applicable Law, the organizational documents of Purchaser, the rules or requirements of any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by SellerPurchaser, orand, if applicableassuming the due authorization, execution and delivery of this Agreement by the Sellers, will be duly constitute, and validly each Ancillary Agreement when executed and delivered by Seller at Purchaser or its applicable Affiliates party thereto, and, assuming the Closingdue authorization, execution and assuming that this delivery of such Ancillary Agreement and by the applicable Ancillary Agreements constitute valid member of the Parent Group, will constitute, a valid, legal and binding agreements agreement of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerPurchaser and/or its applicable Affiliates, enforceable against Seller Purchaser and/or such Affiliates in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity)the Enforceability Exceptions.

Authority Relative to this Agreement. Seller has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller is a party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Board of Directors of Seller or by a committee thereof to whom such authority has been delegated and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements to which Seller is a party or to consummate the consummation of the transactions contemplated hereby and or thereby. This Agreement and the Ancillary Agreements to which it Seller is a party have been duly and validly executed and delivered by SellerSeller and, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements to which Seller is a party constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's the Seller Required Regulatory Approvals and Buyer's the Buyer Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller (a) Public REIT has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller and no No other corporate proceedings on the part of Seller Public REIT or any of its subsidiaries are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by SellerPublic REIT and, orassuming the due authorization, if applicable, will be duly execution and validly executed and delivered delivery by Seller at each of the Closing, and assuming that this Agreement Company Parties and the applicable Ancillary Agreements constitute valid and binding agreements of BuyerBuyer Parties, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute constitutes a legal, valid and binding agreements obligation of SellerPublic REIT, enforceable against Seller Public REIT in accordance with their respective its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent transfer and other similar Laws of general applicability relating to or affecting creditors' ’ rights generally and to or by general equity principles (regardless of equity (whether enforceability is considered in a proceeding in equity or at law or in equitylaw). (b) Public REIT has duly and validly authorized the execution and delivery of this Agreement and approved the consummation of transactions contemplated hereby, and taken all corporate actions required to be taken by Public REIT for the consummation of the transactions contemplated by this Agreement. (c) The DownREIT Partnership Units that will be issued to the Partnership in connection with the Portfolio Contribution will be as of the Portfolio Contribution Effective Time duly authorized, and will be as of the Portfolio Contribution Effective Time, validly issued and fully paid and will not have been issued in violation of any preemptive rights under applicable Law or the applicable organizational documents of DownREIT Partnership.

Authority Relative to this Agreement. The Seller has full all requisite corporate authority and power and authority to execute and deliver this Agreement and the Ancillary Agreements documents and instruments contemplated hereby and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements documents and instruments contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary required corporate action required on the part of the Seller and no other corporate proceedings on the part of the Seller are necessary to authorize this Agreement or and the Ancillary Agreements documents and instruments contemplated hereby or to consummate the transactions contemplated hereby and thereby. This Agreement has been and, at Closing, each of the documents and the Ancillary Agreements to which it is a party have been instruments contemplated hereby will be, duly and validly executed and delivered by Sellerthe Seller and, orassuming this Agreement has been, if applicableand, at Closing, each of the documents and instruments contemplated hereby will be be, duly and validly authorized, executed and delivered by Seller the Purchaser and Acquisition, this Agreement constitutes and, at the Closing, each of the documents and assuming that this Agreement and the applicable Ancillary Agreements constitute instruments contemplated hereby will constitute, a valid and binding agreements agreement of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, enforceable against the Seller in accordance with their respective its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws now or hereafter in effect relating to or affecting creditors' rights generally and to generally, or by general equitable principles of equity (regardless whether such enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller Each of Parent and Acquisition has full all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part Boards of Seller Directors of Parent and Acquisition and, prior to the Closing Date, will be duly and validly authorized by Parent as the sole shareholder of Acquisition. Without limiting the generality of the foregoing, Acquisition’s Board of Directors, at a meeting duly called and held, has unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions to be entered into by Acquisition, as contemplated by this Agreement, and (ii) concluding, after taking into account the financial condition of the merging companies, that in its opinion, there is no other corporate proceedings on reasonable suspicion that the part of Seller are necessary Surviving Company will not be able to authorize this Agreement or the Ancillary Agreements or pay its debts to consummate the transactions contemplated hereby and therebyits creditors. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Sellereach of Parent and Acquisition and constitutes, orassuming the due authorization, if applicableexecution and delivery hereof by the Company, will be duly and validly executed and delivered by Seller at the Closinga valid, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid legal and binding agreements agreement of Buyer, each of Parent and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, Acquisition enforceable against Seller each of Parent and Acquisition in accordance with their respective its terms, subject to any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, and other moratorium or similar Laws affecting laws now or hereafter in effect relating to creditors' ’ rights generally and or to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller The Buyer has full corporate limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part sole member of Seller the Buyer and no other corporate limited liability company proceedings on the part of Seller the Buyer are necessary to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the ClosingBuyer, and assuming that this Agreement and the applicable Ancillary Agreements to which it is a party constitute valid and binding agreements of Buyerthe Seller, and subject to the receipt of Seller's the Buyer Required Regulatory Approvals and Buyer's the Seller Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Sellerthe Buyer, enforceable against Seller the Buyer in accordance with their respective terms, subject to except that such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each Seller has full corporate power and authority to execute and deliver this Agreement, the Transition Services Agreement (as applicable) and the Ancillary Agreements other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement or the Transition Services Agreement, and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement, the Transition Services Agreement and the Ancillary Agreements other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Transition Services Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all the necessary corporate action required on the part of each Seller (as applicable) and no other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement, the Transition Services Agreement and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements Transition Services Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement, the Transition Services Agreement and the Ancillary Agreements other agreements, documents and instruments to which it is a party have been duly and validly be executed and delivered by Sellerin connection with this Agreement or the Transition Services Agreement have been, or, if applicable, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement, the Transition Services Agreement and the applicable Ancillary Agreements constitute valid other agreements, documents and binding agreements of Buyer, instruments to be executed and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, delivered in connection with this Agreement and or the Ancillary Agreements Transition Services Agreement constitute legal, valid and binding agreements of Sellerthe Buyer, are enforceable against Seller in accordance with their respective terms, subject to except that such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally and to or general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller The Purchaser has full corporate all requisite limited partnership authority and power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements other agreements and instruments to be executed by the Purchaser in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required limited partnership action, as applicable, on the part of Seller the Purchaser, and no other corporate proceedings limited partnership proceedings, as applicable, on the part of Seller the Purchaser are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyhereby. This Agreement has been duly and validly executed and delivered by the Ancillary Agreements Purchaser and, assuming this Agreement has been duly authorized, executed and delivered by the Sellers, constitutes a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to which it is a party applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. As of the Closing, the other agreements and instruments contemplated hereby will have been duly and validly executed and delivered by Sellerthe Purchaser and, orassuming due authorization, if applicableexecution and delivery by such other parties thereto, will be duly and validly executed and delivered by Seller at the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of SellerPurchaser, enforceable against Seller the Purchaser in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller The Purchaser has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, provided the Purchaser Meeting Proposal (as defined herein) is approved as required by the Purchaser Stockholders at the Purchaser Stockholders' Meeting (as defined herein) pursuant to its certificate of incorporation, bylaws and the Delaware General Corporation Law (the "Purchaser Stockholder Approval"). The execution and delivery of this Agreement and each other Transaction Document to which it is a party by the Ancillary Agreements Purchaser and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller (other than Purchaser Stockholder Approval), and no other corporate proceedings on the part of Seller the Purchaser are necessary to authorize this Agreement or any other Transaction Document to which the Ancillary Agreements Purchaser is a party or to consummate the transactions contemplated hereby and therebysuch transactions. This Agreement has been, and the Ancillary Agreements each other Transaction Document to which it is a party have been will be, duly and validly executed and delivered by Sellerthe Purchaser. Assuming the due authorization, or, if applicable, will be duly execution and validly executed and delivered delivery by Seller at the Closing, and assuming that this Agreement Company and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory ApprovalsShareholders, this Agreement constitutes, and the Ancillary Agreements constitute each other Transaction Document to which it is a party will constitute, legal, valid and binding agreements obligations of Sellerthe Purchaser, enforceable against Seller the Purchaser in accordance with their respective terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, and reorganization or other similar Laws affecting the enforcement of creditors' rights generally and to or by general principles of equity (whether considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Each Seller has full corporate requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such Seller is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate company action required of such Seller, and no other action on the part of such Seller and no other corporate proceedings on the part of Seller are necessary is required to authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements or to consummate which it is a party and the consummation by such Seller of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it a Seller is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Sellersuch Seller and, orassuming the due authorization, if applicableexecution and delivery hereof (and, will be duly and validly executed and delivered by Seller at in the Closing, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements case of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute to which Purchaser is a party, thereof) by, and enforceability against, Purchaser, each constitutes or will constitute, as applicable, a legal, valid and binding agreements obligation of Seller, such Seller enforceable against Seller it in accordance with their its respective terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium, and moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and to by general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller has Each of Buyer and ------------------------------------ Guarantor have full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement the Transaction Documents, the performance of Buyer's and the Ancillary Agreements Guarantor's obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized and approved by all necessary corporate action required on the part board of Seller directors of each of Buyer or Guarantor and no other corporate proceedings on the part of Seller are each of Buyer or Guarantor is necessary to authorize the execution and delivery by Buyer of this Agreement or the Ancillary Agreements Guarantor of the Guaranty or to consummate the transactions contemplated hereby and thereby. This Agreement and consummation of the Ancillary Agreements Contemplated Transactions to which it is a party. The Transaction Documents to which each of Buyer or Guarantor is a party will have been duly and validly executed and delivered by Seller, or, if applicable, will be duly each of Buyer or Guarantor and validly executed (assuming the valid execution and delivered delivery thereof by Seller at the Closing, and assuming that this Agreement and other parties thereto) constitute the applicable Ancillary Agreements constitute valid and binding agreements of Buyer, and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute legal, valid and binding agreements of Seller, each of Buyer or Guarantor enforceable against Seller each of Buyer or Guarantor, in accordance with their respective terms, subject to except as such obligations and their enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to general principles the discretion of equity the court before which any proceeding therefor may be brought (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Seller has full Subject to the entry of the Sale Order, the Sellers have the corporate power and authority to execute and deliver enter into this Agreement and the each Ancillary Agreements Agreement and to consummate the transactions contemplated hereby carry out their obligations hereunder and therebythereunder. The execution execution, delivery, and delivery performance of this Agreement and each Ancillary Agreement by the Ancillary Agreements Sellers and the consummation by the Sellers of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyaction. This Agreement and the Ancillary Agreements to which it is a party have has been duly and validly executed and delivered by Seller, or, if applicable, will be duly and validly executed and delivered by Seller at the ClosingSellers, and upon the entry of the Sale Order (assuming that this Agreement and the applicable Ancillary Agreements constitute constitutes a valid and binding agreements obligation of Buyerthe Purchaser), and subject to the receipt of Seller's Required Regulatory Approvals and Buyer's Required Regulatory Approvals, this Agreement and the Ancillary Agreements will constitute legal, a valid and binding agreements agreement of Sellerthe Sellers, enforceable against Seller the Sellers in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, moratorium and other similar Laws laws affecting creditors' rights generally from time to time in effect and to general principles equitable principles. At the Closing, each Ancillary Agreement executed and delivered by the Sellers will have been duly and validly executed and delivered by the Sellers and upon the entry of equity the Sale Order (whether considered assuming each such Ancillary Agreement constitutes a valid and binding obligation of the Purchaser or its permitted designee), each such Ancillary Agreement will constitute a valid and binding agreement of the Sellers, enforceable against it in a proceeding at law or accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally from time to time in equity)effect and to general equitable principles.