Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent Buyer and Merger Sub has all necessary full corporate power and authority to execute and deliver enter into this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution execution, delivery and delivery performance of this Agreement by each of Parent Buyer and Merger Sub and the consummation by each of Parent Buyer and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized approved by all necessary corporate action, their respective Boards of Directors and by Buyer in its capacity as the sole shareholder of Merger Sub and no other corporate proceedings on the part of Parent or Buyer, Merger Sub or their shareholders are necessary to authorize the execution, delivery and performance of this Agreement by Buyer or to consummate the Merger Sub and the other consummation by Buyer or Merger Sub of the transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)hereby. This Agreement has been duly and validly executed and delivered by each of Parent Buyer and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent Buyer and Merger Sub, Sub enforceable against each of Parent Buyer and Merger Sub in accordance with its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect by general equitable principles (regardless of general principles of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent Purchaser and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Strategic Relationship Agreement attached hereto as Exhibit B, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by each of Parent Purchaser and Merger Sub and the consummation by each of Parent Purchaser and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of Purchaser and Merger Sub, and no other corporate proceedings on the part of Parent Purchaser or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)so contemplated. This Agreement has been duly and validly executed and delivered by each of Parent Purchaser and Merger Sub and, assuming the due corporate authorization, execution and delivery by Company and the Companyapproval of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A by the requisite vote of the stockholders of Purchaser, constitutes a legal, valid constitute legal and binding obligation obligations of each of Parent Purchaser and Merger Sub, enforceable against each of Parent Purchaser and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and, subject to obtaining the necessary approvals of the stockholders of ParentCompany Stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, approval and adoption of this Agreement and the Merger by the Company Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due corporate authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject Agreement and all other Transaction Documents to obtaining which it is a party (the necessary approvals of the stockholders of Parent“Parent Transaction Documents”), to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and the Parent Transaction Documents by each of Parent and Merger Sub Sub, and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby and thereby, have been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Parent Transaction Documents or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)so contemplated. This Agreement has and the Parent Transaction Documents have been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Companyother parties thereto, constitutes a legal, valid constitute the legal and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, subject to to: (i) the effect of any applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium and other similar laws relating to or similar Laws affecting creditors’ the enforcement of creditor’s rights generally generally; and subject, as to enforceability, to the effect of (ii) general equitable principles of equity(whether considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or other power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger Merger, the Other Transactions and the other transactions contemplated by this AgreementFinancing. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger Merger, the Other Transactions and the other transactions contemplated by this Agreement Financing have been duly and validly authorized by all necessary corporate or other action, and no other corporate proceedings or other actions on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by Other Transactions or the DGCL and the TLLCA)Financing. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, reorganization, insolvency, moratorium or insolvency and similar Laws affecting creditors’ rights generally and subjectremedies generally, as including all Laws relating to enforceability, to the effect of general principles of equityfraudulent transfers.

Authority Relative to this Agreement. Each of the Parent and the Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of the Parent and the Merger Sub and the consummation by each of the Parent and the Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized and approved by all necessary corporate action, the Boards of Directors of the Parent and the Merger Sub and by the Parent as shareholder of the Merger Sub and no other corporate proceedings on the part of the Parent or the Merger Sub are necessary to authorize or approve this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)hereby. This Agreement has been duly and validly executed and delivered by each of the Parent and the Merger Sub and, assuming the due corporate and valid authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and the Merger Sub, Sub enforceable against each of Parent and Merger Sub them in accordance with its terms, subject to the effect of any applicable except that such enforceability (i) may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar Laws laws affecting creditors’ or relating to the enforcement of creditor's rights generally and subject, as (ii) is subject to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement hereby (other than than, with respect to the Merger, the consent of Parent as sole stockholder of Merger Sub and the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except to the effect of any extent that enforceability hereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of general by principles of equity regarding the availability of remedies (whether in a proceeding at Law or in equity).

Authority Relative to this Agreement. Each of Parent ------------------------------------ and Merger Sub Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by each of Parent and Merger Sub Subsidiary, the performance by Parent and Merger Subsidiary of their respective obligations hereunder and the consummation by each of Parent and Merger Sub Subsidiary of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub Subsidiary are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than than, with respect to the Merger, the filing and recordation of appropriate merger documents Merger Documents as required by the DGCL and the TLLCANYBCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub Subsidiary and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, Subsidiary enforceable against each of Parent and Merger Sub Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws and other laws affecting creditors’ ' rights generally from time to time in effect and subject, as to enforceability, to the effect of general principles of equityequitable principles.

Authority Relative to this Agreement. (a) Each of Parent Purchaser and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its respective obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by each of Parent Purchaser and Merger Sub and the consummation by each of Parent Purchaser and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent Purchaser or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and DGCL). No vote of Purchaser's stockholders is required to approve this Agreement or the TLLCA)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Purchaser and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent Purchaser and Merger Sub, enforceable against each of Parent Purchaser and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws affecting laws relating to creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement, andand each ancillary document which Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its and (ii) carry out Merger Sub's obligations hereunder and thereunder and, to consummate the Merger and the other transactions contemplated by this Agreementhereby (including the Transaction). The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby (including the Transaction) have been duly and validly authorized by all necessary corporate actionaction on the part of Merger Sub (including the approval by its Board of Directors and by Parent as the sole stockholder of Merger Sub), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery thereof by the Companyother parties hereto, constitutes a legal, valid the legal and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to the effect of by general principles of equityequity and public policy.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub or either of their stockholders are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of ParentParent Share Issuance Stockholder Approval (as defined in Section 4.11 below), to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions so contemplated by this Agreement (other than with respect to the Merger, Parent Share Issuance Stockholder Approval (as defined in Section 4.11 below) and the filing and recordation acceptance of appropriate merger documents the Certificate of Merger as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation obligations of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, insolvency, moratorium or similar Laws laws affecting enforcement of creditors’ rights generally and subject, except as enforcement thereof is subject to enforceability, to the effect of general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement hereby (other than than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADelaware Law). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvencyfraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent Buyer and Merger Sub Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementherein. The execution and delivery of this Agreement by each of Parent Buyer and Merger Sub Subsidiary and the consummation by each of Parent Buyer and Merger Sub Subsidiary of the Merger and the other transactions contemplated by this Agreement herein have been duly and validly authorized by all necessary corporate action, or organizational action and no other corporate or organizational proceedings on the part of Parent Buyer or Merger Sub Subsidiary are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement herein (other than than, with respect to the Merger, the filing and recordation of the appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent Buyer and Merger Sub Subsidiary and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent Buyer and Merger SubSubsidiary, enforceable against each of Parent Buyer and Merger Sub Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject Agreement and each Related Agreement to obtaining the necessary approvals of the stockholders of Parentwhich it is a party, to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement and each Related Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action, action on the part of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution of this Agreement Agreement, each Related Agreement, or to consummate the Merger and the other transactions contemplated by this Agreement (Transactions other than with respect to the Merger, the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL and the TLLCA)DGCL. This Agreement has been been, and each Related Agreement will be, duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, they constitute valid and binding obligation obligations of each the counterparties thereto, constitute valid and binding agreements of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its termstheir terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditor’s rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the effect discretion of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equitycourt before which any proceeding may be brought).

Authority Relative to this Agreement. (a) Each of Parent Parent, AcquisitionCo and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by each of Parent Parent, AcquisitionCo and Merger Sub and the consummation by each of Parent Parent, AcquisitionCo and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Parent, AcquisitionCo or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than with respect subject to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent Parent, AcquisitionCo and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent Parent, AcquisitionCo and Merger Sub, enforceable against each of Parent Parent, AcquisitionCo and Merger Sub in accordance with its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to the effect of general by principles of equityequity regarding the availability of remedies.

Authority Relative to this Agreement. Each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and the other agreements contemplated herein and, subject to obtaining the necessary approvals of the stockholders of ParentWritten Consent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementAgreement and the other agreements contemplated herein. The execution and delivery of this Agreement by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to obtaining the Merger, Written Consent and the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due corporate authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws (as defined below) affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCAadoption of this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent ------------------------------------ and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL MBCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each The execution, delivery and performance of this Agreement and of all of the other documents and instruments required hereby by Parent and Merger Sub are within the limited liability company or corporate power of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementSub. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by each the Board of Directors of Parent and Merger Sub Sub, and by Parent as the consummation by each sole stockholder of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate actionSub, and no other limited liability company, corporate or stockholder proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)herein. This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by each of Parent and or Merger Sub and, and (assuming the due corporate authorization, execution and delivery hereof and thereof by the Company, constitutes a legal, Target) constitute or will constitute valid and binding obligation of each agreements of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its their respective terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvencymoratorium and similar laws relating to or affecting creditors generally, moratorium by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or similar Laws affecting creditors’ rights generally at law) or by an implied covenant of good faith and subject, as to enforceability, to the effect of general principles of equityfair dealing.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject Agreement and all other Transaction Documents to obtaining which it is a party (the necessary approvals of the stockholders of Parent"Parent Transaction Documents"), to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and the Parent Transaction Documents by each of Parent and Merger Sub Sub, and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby and thereby, have been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Parent Transaction Documents or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)so contemplated. This Agreement has and the Parent Transaction Documents have been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Companyother parties thereto, constitutes a legal, valid constitute the legal and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, subject to to: (i) the effect of any applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium and other similar laws relating to or similar Laws affecting creditors’ the enforcement of creditor's rights generally generally; and subject, as to enforceability, to the effect of (ii) general equitable principles of equity(whether considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCACGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of the Parent and Merger ------------------------------------ Sub has all necessary full corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its their obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of the Parent and Merger Sub of this Agreement and the consummation by each of the Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate actionaction by the Board of Directors of each of the Parent and Merger Sub, and no other corporate proceedings action on the part of the Board of Directors of either the Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the other consummation by the Parent and Merger Sub of the transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)hereby. This Agreement has been duly and validly executed and delivered by each of the Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub, Sub enforceable against each of the Parent and Merger Sub in accordance with its respective terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium or other similar Laws affecting relating to the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and, subject to obtaining the necessary approvals of the stockholders of ParentCompany Shareholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, approval and adoption of this Agreement and the Merger by the Company Shareholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCACGC). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due corporate authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and ------------------------------------ Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCACGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub andSub, and assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) Each of Parent, Intermediate Parent and Merger Sub has all necessary corporate or other power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of Parent, Intermediate Parent and Merger Sub and the consummation by each of Parent, Intermediate Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of either Parent, Intermediate Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)hereby. This Agreement has been duly and validly executed and delivered by each of Parent, Intermediate Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent, Intermediate Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws affecting laws relating to creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and ------------------------------------ Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Purchase Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, Agreement and to perform its obligations hereunder and to consummate the Merger Transaction and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Purchase Sub and the consummation by each of Parent and Merger Purchase Sub of the Merger Transaction and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Purchase Sub are necessary to authorize this Agreement or to consummate the Merger Transaction and the other transactions contemplated by this Agreement (other than with respect to the MergerTransaction, the filing and recordation of appropriate merger Transaction documents as required by the DGCL and the TLLCABCA). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Purchase Sub and, assuming the due corporate authorization, execution and delivery by the Company, Holders and the Shareholders' Representative, constitutes a legal, valid and binding obligation of each of Parent and Merger Purchase Sub, enforceable against each of Parent and Merger Purchase Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its respective obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate actionaction by the respective Board of Directors of Parent and Merger Sub, and no other corporate proceedings action on the part of the Board of Directors of either Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the other consummation by Parent and Merger Sub of the transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, authorization and the valid execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its respective terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium or other similar Laws affecting relating to the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of by general principles of equity.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining the necessary approvals of the stockholders of ParentRequired Parent Vote, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than than, with respect to the Merger, the Required Parent Vote and the filing and recordation of appropriate merger documents as required by the DGCL and Agreement of Merger pursuant to the TLLCACCC). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws Laws, now or hereafter in effect, affecting creditors’ rights generally generally, and subject, as (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to enforceability, equitable defenses and to the effect discretion of general principles of equitythe court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its obligations under this Agreement, and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub are necessary pursuant to their respective organizational documents, the Delaware General Corporation Law or the MGCL to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)so contemplated. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect effects of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium or and other similar Laws relating to or affecting creditors’ rights generally generally, and subjectgeneral equitable principles (whether considered in a proceeding in equity or at Law). The Parent has approved, and Parent, as to enforceabilitythe sole stockholder of Merger Sub, to has approved, this Agreement, the effect of general principles of equityMerger and the other transactions contemplated by this Agreement.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than than, with respect to the Merger, the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL and the TLLCADelaware Law). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid legal and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium fraudulent transfer, moratorium, reorganization or similar Laws Legal Requirements affecting creditors’ the rights of creditors generally and subject, as to enforceability, to the effect availability of general principles equitable remedies (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this AgreementAgreement and, andin the case of Merger Sub, subject to obtaining the necessary approvals approval of the stockholders its sole shareholder, and, in case of Parent, to perform obtaining its obligations hereunder and board approval for the issuance of the Merger Consideration, to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate actionthe boards of directors of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (hereby other than with respect to the Merger, issue of a sufficient amount of authorized ordinary share capital of Parent (the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA"SHARE ISSUANCE"). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or and similar Laws laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent ------------------------------------ and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub them of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate actionthe Boards of Directors of Parent and Sub, and by Parent as the sole stockholder of Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement by Parent and Sub or to consummate the Merger consummation by Parent and Sub of the other transactions contemplated by this Agreement hereby (other than than, with respect to the Merger, the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable (i) bankruptcy, reorganization, insolvency, insolvency and moratorium or similar Laws laws and to the laws affecting creditors’ ' rights generally and subject, as to enforceability, to (ii) the effect discretionary nature of general principles of equityequitable remedies.

Authority Relative to this Agreement. Each of Parent ------------------------------------ and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCAURBCA). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub andSub, and assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and ------------------------------------ Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and and, subject to consummate the Merger and receipt of the other transactions contemplated by this Agreement. The execution and delivery approval of the adoption of this Agreement by each Parent, in its capacity as the sole stockholder of Merger Sub, to consummate the Transactions. The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and Transactions (subject, in the other transactions contemplated by this Agreement (other than with respect to case of the Merger, to the receipt of the approval of the adoption of this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub, and the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders stockholder of ParentMerger Sub, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or and Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its their obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate actionaction by the Board of Directors of each of Parent and Merger Sub, and no other corporate proceedings action on the part of the Board of Directors of either Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and the other consummation by Parent and Merger Sub of the transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium or other similar Laws affecting relating to the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders stockholder of ParentMerger Sub, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or and Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCACCC). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger SubSub , enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each The Board of Directors of Parent has declared the issuance of Parent Shares advisable and Merger Sub Parent has all necessary the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder Agreement and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution Merger Sub has the requisite corporate power and delivery of authority to approve, authorize, execute and deliver this Agreement by each of Parent and Merger Sub to consummate the transactions contemplated hereby. This Agreement and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action, the Boards of Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub (including, in the case of Merger Sub, all stockholder action by Parent as its sole stockholder) are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming this Agreement constitutes the due corporate authorization, execution valid and delivery by binding agreement of the Company, constitutes a legal, the valid and binding obligation of each agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Authority Relative to this Agreement. Each of Parent ------------------------------------ and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADelaware Law). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium and similar laws of general applicability relating to or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equityequity principles.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and, subject to obtaining the any necessary approvals shareholder approval of the stockholders of Parentthis Agreement by Merger Sub, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions so contemplated by this Agreement (other than the approval by Parent as sole shareholder of Merger Sub). The board of directors of Parent has determined that it is advisable and in the best interest of Parent's shareholders for Parent to enter into a strategic business combination with respect the Company upon the terms and subject to the Merger, the filing and recordation conditions of appropriate merger documents as required by the DGCL and the TLLCA)this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub enforceable against each in accordance with its terms, terms subject to (i) the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvencymoratorium and other laws affecting creditor's rights generally; (ii) the availability of equitable remedies, moratorium or similar Laws affecting creditors’ rights generally including specific performance and subject, (iii) the enforceability of legal remedies insofar as such remedies may be subject to enforceability, to the effect overriding considerations of general principles of equity.public policy..

Authority Relative to this Agreement. Each of Parent Acadia and Merger Sub has have all necessary corporate and limited liability company power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, Agreement and to perform its their obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement by each of Parent Acadia and Merger Sub and the consummation by each of Parent Acadia and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate and limited liability company action, and no other corporate proceedings on the part of Parent Acadia or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL Delaware Law and the TLLCAMBCA). This Agreement has been duly and validly executed and delivered by each of Parent Acadia and Merger Sub and, assuming the due corporate authorization, execution and delivery by the CompanyPioneer, constitutes a legal, valid and binding obligation of each of Parent Acadia and Merger Sub, enforceable against each of Parent Acadia and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, insolvency, moratorium or similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary limited liability company and corporate power and authority authority, respectively, to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the their other transactions contemplated by this Agreement obligations hereunder, have been duly and validly authorized by all necessary corporate actionlimited liability company, corporate, member, manager, director and shareholder action on the part of Parent and Merger Sub, and no other corporate actions or limited liability company, corporate, member or shareholder actions or proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement by Parent or Merger Sub, or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to obtaining the Merger, Company Shareholder Approval and the filing and recordation of appropriate merger documents the Agreement of Merger as required by the DGCL and the TLLCACGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid legal and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or moratorium, reorganization and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equityequitable principles.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCACGC). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCACCC). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining the necessary approvals approval of the stockholders of ParentParent stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, approval of the Share Issuance by the Parent stockholders as described in Section 4.17 hereof and the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCACGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent the Company and Merger Sub has all necessary the corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and and, subject to receiving the Company Approvals, to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by each of Parent the Company and Merger Sub and the consummation by each of Parent the Company and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate actionin accordance with the Company’s Memorandum and Articles and the Merger Sub Organizational Documents, and no other corporate company proceedings on the part of Parent the Company or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than with respect to the Merger, Company Approvals) and the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)DGCL. This Agreement has been duly and validly executed and delivered by each of Parent the Company and Merger Sub and, assuming the due corporate authorization, execution and delivery by the CompanyCAH, constitutes a legal, valid and binding obligation of each of Parent the Company and Merger Sub, enforceable against each of Parent the Company and Merger Sub in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or similar and other Laws of general application affecting enforcement of creditors’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). Each of the Company Board and subjectthe board of directors of Merger Sub has approved this Agreement and the Transactions. To the knowledge of the Company and Merger Sub, as to enforceability, no other domestic or foreign takeover Law is applicable to the effect of general principles of equityMerger or the other Transactions.

Authority Relative to this Agreement. Each of the Parent and Merger Sub the Purchaser has all necessary the corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform carry out its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution execution, delivery and delivery performance of this Agreement by each of the Parent and Merger Sub the Purchaser and the consummation by each of the Parent and Merger Sub the Purchaser of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part respective boards of directors of the Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated Purchaser and by this Agreement (the sole stockholder of the Purchaser and, other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)CCC, no other corporate proceedings on the part of either the Parent or the Purchaser are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Parent and Merger Sub the Purchaser and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, such corporation enforceable against each of Parent and Merger Sub such corporation in accordance with its terms, except as such enforcement is subject to the effect of (i) any applicable bankruptcy, reorganization, insolvency, moratorium reorganization or similar Laws laws relating to or affecting creditors’ ' rights generally generally, and subject, as to enforceability, to the effect of (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each The execution, delivery and performance of this Agreement and of all of the other documents and instruments required hereby by Parent and Merger Subsidiary are within the corporate power of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementSubsidiary. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by each the Boards of Directors of Parent and Merger Sub Subsidiary, and by Parent as the consummation by each sole shareholder of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate actionSubsidiary, and no other corporate proceedings on the part of Parent or and Merger Sub Subsidiary are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)herein. This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by each of Parent and Merger Sub and, Subsidiary and (assuming the due corporate authorization, execution and delivery hereof and thereof by the Company, constitutes a legal, ) constitute or will constitute valid and binding obligation of each agreements of Parent and Merger SubSubsidiary, enforceable against each of Parent and Merger Sub Subsidiary in accordance with its their respective terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvencymoratorium and similar laws relating to or affecting creditors generally, moratorium by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or similar Laws affecting creditors’ rights generally at law) or by an implied covenant of good faith and subject, as to enforceability, to the effect of general principles of equityfair dealing.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or the Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCAURBCA). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect laws of general principles application affecting the enforcement of equitycreditors' rights generally.

Authority Relative to this Agreement. Each of Parent CR and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject Agreement and all other Transaction Documents to obtaining which it is a party (the necessary approvals of the stockholders of Parent, “CR Transaction Documents”) and to perform its obligations hereunder and thereunder and, subject to obtaining CR Stockholders’ Approval, to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and the CR Transaction Documents by each of Parent CR and Merger Sub Sub, and the consummation by each of Parent CR and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby and thereby, have been duly and validly authorized by all necessary corporate actionaction on the part of CR and Merger Sub, and no other corporate proceedings on the part of Parent CR or Merger Sub are necessary to authorize this Agreement and the CR Transaction Documents or to consummate the Merger and the other transactions so contemplated by this Agreement (other than than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCACR Stockholders’ Approval). This Agreement has and the CR Transaction Documents have been duly and validly executed and delivered by each of Parent CR and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Companyother parties thereto, constitutes a legal, valid constitute the legal and binding obligation of each of Parent CR and Merger Sub, enforceable against each of Parent CR and Merger Sub in accordance with its their respective terms, subject to to: (i) the effect of any applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium and other similar laws relating to or similar Laws affecting creditors’ the enforcement of creditor’s rights generally generally; and subject, as to enforceability, to the effect of (ii) general equitable principles of equity(whether considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary the requisite partnership or corporate power and authority authority, as the case may be, to execute and deliver enter into this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized approved by all necessary corporate action(a) the general partner of the Parent, (b) the Board of Directors of the Sub and (c) by the Parent in its capacity as the sole shareholder of Sub, and no other partnership or corporate proceedings on the part of either of Parent or Merger Sub or their respective partners or shareholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger by Parent and Sub and the other consummation by Parent and Sub of the transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect by general equitable principles (regardless of general principles of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub and the consummation of the Transactions by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings (including any actions of Parent’s stockholders) on the part of Parent or and Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)Transactions. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar Laws Laws, now or hereafter in effect, affecting creditors’ rights generally generally, and subject, as (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to enforceability, equitable defenses and to the effect discretion of general principles of equitythe court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. Each of Parent and ------------------------------------ Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL KGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and, subject to obtaining adoption of this Agreement and the necessary approvals of Merger by the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby (including the Merger). The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby (including the Merger) have been duly and validly authorized by all necessary corporate action, action on the part of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions so contemplated by this Agreement (other than the approval and adoption of this Agreement and the approval of the Merger by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote with respect thereto and the filing of the Certificate of Merger pursuant to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery thereof by the Company, constitutes a legal, valid the legal and binding obligation of each of Parent and Merger SubParent, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of by general principles of equityequity and public policy.

Authority Relative to this Agreement. Each The execution, delivery and performance of this Agreement and of all of the other documents and instruments required hereby by Parent and Merger Subsidiary are within the corporate power and authority of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementSubsidiary. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger Transactions and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action, the Boards of Directors of Parent and Merger Subsidiary and no other corporate proceedings on the part of Parent or Merger Sub Subsidiary are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger and Transactions or the other transactions contemplated by this Agreement (other than with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCA)hereby. This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by each of Parent and Merger Sub andSubsidiary, as applicable, and (assuming the due corporate authorization, authorization by the Company and the execution and delivery by the Company, constitutes a legal, ) constitute or will constitute valid and binding obligation of each agreements of Parent and Merger SubSubsidiary, enforceable against each of Parent and Merger Sub Subsidiary in accordance with its their respective terms, subject except to the effect of any extent that their enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium reorganization or similar other Laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equityor by equitable principles.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement hereby (other than with respect to the Merger, the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL and the TLLCADelaware Law). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due corporate authorization, execution and delivery hereof by the Company, this Agreement constitutes a legal, valid and binding obligation of each of Parent and and/or Merger Sub, as the case may be, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except to the effect of any extent that enforceability hereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the effect of general by principles of equityequity regarding the availability of remedies.

Authority Relative to this Agreement. Each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and, subject to obtaining the necessary approvals of the stockholders of ParentCompany Shareholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than with respect to the Merger, approval and adoption of this Agreement and the Merger by the Company Shareholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCACCC). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub the Company and, assuming the due corporate authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent Parent, Intermediate Sub and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to obtaining the necessary approvals of the stockholders of Parent, to perform its their respective obligations hereunder and to consummate the Merger and the other transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by each of Parent Parent, Intermediate Sub and Merger Sub and the consummation by each of Parent Parent, Intermediate Sub and Merger Sub of the Merger and the other transactions contemplated by this Agreement Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Parent, Intermediate Sub or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement Transactions (other than than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and the TLLCADGCL). This Agreement has been duly and validly executed and delivered by each of Parent Parent, Intermediate Sub and Merger Sub and, assuming the due corporate authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent Parent, Intermediate Sub and Merger Sub, Sub enforceable against each of Parent Parent, Intermediate Sub and Merger Sub in accordance with its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to the effect of general by principles of equityequity regarding the availability of remedies.