Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and subject to perform its obligations hereunder the terms and conditions hereof, to consummate the Transactions transactions contemplated hereby (other than, with respect to be consummated the Merger, the approval and adoption of this Agreement and the transactions contemplated hereby by it (subject, the stockholders of the Company in accordance with the case applicable provisions of the DGCL). The execution and delivery of this Agreement and the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company Stockholder Approval and in accordance with the filing and recordation applicable provisions of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of each of Purchaser and Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar applicable Laws affecting laws now or hereafter in effect relating to creditors’ ' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect discretion of general principles of equity (regardless of whether considered in a the court before which any proceeding at law or in equity) (the “Enforceability Exceptions”)therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the Transactions to be consummated transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by it (subject, in the case of the consummation of the Merger, to the receipt stockholders of the Company Stockholder Approvalin accordance with Georgia Law and the Company Articles of Incorporation (the "Company Stockholders' Action"). The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the Transactions to be consummated by it (subjecttransactions so contemplated, in the case of the consummation of the Merger, to the receipt of other than the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)Stockholders' Action. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by Xxxxxx each of the other parties hereto and Merger Subthereto, constitutes a constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except to the extent such enforceability may be subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium and similar laws relating to or similar applicable Laws affecting creditors’ rights creditors generally and subject to the effect of or by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity) (the “Enforceability Exceptions”law).

Authority Relative to this Agreement. The Subject only to the approval of the Company's shareholders described below, the Company has all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and to perform its obligations hereunder and to consummate the Transactions to be consummated by which it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)is a party. The execution, execution and delivery and performance of this Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by the Company of the Merger and the Transactions to be consummated by which it is a party have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary Company, subject only to authorize the approval of this Agreement or to consummate and the Transactions to be consummated Merger by it (subject, in the case Company's shareholders under the DGCL and the Company Charter by the affirmative vote of the consummation holders of the Merger, to the receipt a majority of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubPurchaser, as applicable, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency (including all applicable Laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium or other similar applicable Laws affecting laws now or hereafter in effect relating to creditors’ ' rights generally and subject to the effect of by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equity) (the “Enforceability Exceptions”law).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated Merger and the other transactions contemplated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated Merger and the other transactions contemplated by it this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt approval and adoption of this Agreement and the Merger by the affirmative vote of holders of a majority of the Company Stockholder Approval Common Stock (the "Company Stockholders' Approval") entitled to vote on the matter (the "Company Stockholders' Vote"), and the filing and recordation of appropriate merger documents the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Board has approved this Agreement, subject the Merger and the other transactions contemplated herein and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”)Merger.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and and, subject to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of receiving the Company Stockholder Approval), to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subjectother than, in the case of the consummation of the Merger, with respect to the receipt of Mergers, the Company Stockholder Approval Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Acquiror, First Merger Sub and Second Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Mergers, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Mergers or the other Transactions.

Authority Relative to this Agreement. The Company has all necessary the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions transactions contemplated hereby (subject to the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be consummated cast by it (subject, the holders of Shares in accordance with the case DGCL and the Company's Certificate of the consummation of the Merger, to the receipt of the Company Stockholder ApprovalIncorporation). The execution, delivery and performance of this This Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be consummated cast by it (subject, the holders of Shares in accordance with the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval DGCL and the filing and recordation Company's Certificate of appropriate merger documents as required by the DGCLIncorporation). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation agreement of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject subject, as to the effect of any applicable enforceability, to bankruptcy, insolvency (including all applicable Laws insolvency, reorganization and other laws of general applicability relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ , rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the receipt of the Company Stockholder Approval extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including including, without limitation, all applicable Laws laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) (of the “Enforceability Exceptions”)DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Board, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated transactions contemplated hereby except, if required by it (subjectlaw, in the case approval and adoption of this Agreement and the Merger by the holders of the consummation of the Merger, to the receipt of the Company Stockholder Approval outstanding Shares and the filing of the Merger Certificate with the SDAT, and recordation the filing of appropriate merger documents as required Articles Supplementary with respect to the Series B Preferred Stock. The Board has taken all action necessary under the MGCL to prevent this Agreement and the transactions contemplated hereby from being governed by the DGCL)provisions of Subtitles 6 and 7 of Title 3 of the MGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubAcquisition, constitutes a legalvalid, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effect of except as such enforceability may be limited by any applicable conservator, receivership, bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar applicable Laws laws affecting the enforcement of creditors’ ' rights generally generally, and subject to except as the effect availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether considered such equitable principles are applied in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subjectsubject to, in the case of the consummation of the Merger, to the receipt of obtaining the Company Stockholder Stockholders' Approval)) and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized approved by all necessary corporate action, the Board of Directors of the Company; the Board of Directors of the Company has recommended adoption and approval of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration; and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate by the Transactions to be consummated Company and the consummation by it (subject, in the case Company of the consummation of the Mergertransactions contemplated hereby, to the receipt of other than obtaining the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)Stockholders' Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its termsterms (subject to, subject to in the effect case of any applicable consummation of the Merger, obtaining the Company Stockholders' Approval), except as enforceability may be limited by bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar applicable Laws laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity) (the “Enforceability Exceptions”law).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder hereunder, and to consummate complete the Transactions to be consummated by it (subject, Arrangement in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)accordance with this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company completion of the Transactions to be consummated by it Arrangement in accordance with this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate complete the Transactions Arrangement in accordance with this Agreement (other than the required court approvals to be consummated complete the Arrangement and the approval of the Arrangement Resolution by it (subject, the holders of the outstanding Company Common Shares and Company Preferred Shares entitled to vote with respect thereto at the Company Shareholders' Meeting in the case of manner set forth in the consummation of the MergerInterim Order, to the receipt of the Company Stockholder Approval and the filing and recordation certification of appropriate merger documents the Articles of Arrangement as required by the DGCLCBCA, and receipt of the Interim Order and the Final Order). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties , constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject except to the effect of any extent that enforceability hereof may be limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium reorganization or other similar applicable Laws laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of general by principles of equity (regardless regarding the availability of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”)remedies.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)Closings. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of this Agreement, and the Transactions to be consummated by it execution and delivery of the Investor Rights Agreement and the performance of the Company’s obligations thereunder, have been duly and validly authorized approved by all necessary corporate actionthe board of directors of the Company (the “Board of Directors”). The Board of Directors (i) has determined that the Investment, on the terms and conditions set forth in this Agreement and the Investor Rights Agreement, is advisable and in the best interests of the Company and the Company’s stockholders, and (ii) has approved this Agreement, the Investor Rights Agreement and the transactions contemplated hereby and thereby (including the Investment). Except for the Board Actions, no other corporate proceedings on the part of the Company are necessary to authorize approve the transactions contemplated by this Agreement or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)Agreement. This Agreement has been and, at the Initial Closing, the Investor Rights Agreement will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties thereto, constitutes constitutes, or will at each Closing constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, or by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it transactions contemplated hereby (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval"Transactions"). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares if and to the receipt of the Company Stockholder Approval extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation of the Company. 6 13 (b) Schedule 3.04(b) lists all material permits, enforceable against registrations, licenses, franchises, certifications and other approvals, including without limitation, all money transfer or sale of checks licenses (collectively, the "Company Approvals") required from any Governmental Authority, in order for the Company in accordance with and its termsSubsidiaries to conduct its business as presently conducted. The Company has obtained all Company Approvals except where the lack of such Company Approvals would not, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law individually or in equity) (the “Enforceability Exceptions”)aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to, nor bound by, any agreement with, or judgment, decree or order issued by, any Governmental Authority which, individually or in the aggregate, has a Material Adverse Effect. Section 3.05.

Authority Relative to this Agreement. The Company Except for any required approvals of the Bankruptcy Court, the Seller has all necessary corporate power and authority to execute and deliver this Agreement and and, assuming the satisfaction of the conditions set forth in Section 7, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)hereunder. The execution, execution and delivery and performance of this Agreement by the Company Seller, the performance by the Seller of its obligations hereunder and the consummation by the Company Seller of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action, and no other corporate proceedings action on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)Seller. This Agreement has been duly and validly executed and delivered by the Company and, Seller and (assuming the due authorization, execution and delivery hereof by Xxxxxx the Buyer and Merger Sub, constitutes a upon receipt of any required approval of the Bankruptcy Court) will constitute the legal, valid and binding obligation of the Company, Seller (including Reorganized Paragon) enforceable against the Company Seller (including Reorganized Paragon) in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium insolvency, moratorium, fraudulent conveyance or similar applicable Laws laws affecting creditors’ ' rights generally and subject subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity) (the “Enforceability Exceptions”law).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it transactions so contemplated (subject, in other than the case approval of the consummation Merger and this Agreement by the holders of at least a majority of the Mergeroutstanding shares of Company Common Stock and Company Preferred Stock (voting on an as-converted basis) entitled to vote in accordance with the DGCL and the Company's Certificate of Incorporation and By-Laws, and the filing of the Certificate of Merger pursuant to the receipt DGCL). The Board of Directors of the Company Stockholder Approval has determined that it is advisable and in the filing best interest of the Company's shareholders for the Company to enter into, and recordation to consummate the transactions contemplated by, this Agreement upon the terms and subject to the conditions of appropriate merger documents as required by the DGCL)this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx GT and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be subject to the effect of any applicable (i) bankruptcy, insolvency (including all applicable Laws insolvency, reorganization or other similar laws affecting or relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting enforcement of creditors’ ' rights generally and subject to the effect of (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”)equitable principles.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subjectand, subject to, in the case of the consummation of the Merger, to obtaining the receipt of the Company Stockholder Approval), to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to obtaining the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency bankruptcy (including all applicable Laws relating related to fraudulent transferstransfer), reorganizationinsolvency, moratorium reorganization or similar applicable Laws Law affecting creditors’ rights generally and subject to the effect of by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”). The Company Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the execution, delivery or performance of this Agreement and the consummation of the Transactions. No “fair price,” “moratorium,” “control shares acquisition,” “business combination” or other similar anti-takeover Law (including Section 203 of the DGCL) enacted under any federal, state, local or foreign Laws applicable to the Company is applicable to this Agreement or the Transactions.

Authority Relative to this Agreement. The Company has all necessary full corporate power and authority to execute execute, deliver and deliver perform this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated transactions contemplated hereby. This Agreement has been duly and validly adopted by it (subjectthe Board, in and the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionthe Board and, and except for the approval of the Merger by the holders of at least two-thirds of the outstanding Shares in accordance with the BCL, no other corporate proceedings actions on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby, including the acquisition of Shares pursuant to the Offer and the Merger. The Company has taken all actions necessary to render Section 912 of the BCL to be consummated by it (subject, in the case of the consummation of the Merger, inapplicable to the receipt of the Company Stockholder Approval such transactions and the filing and recordation of appropriate merger documents as required transactions contemplated by the DGCL)Shareholder Tender Agreements. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx the Parent and Merger Subthe Purchaser, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject except to the effect of any extent that enforceability may be limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)reorganization, reorganizationinsolvency, moratorium or similar applicable Laws other laws affecting the enforcement of creditors’ ' rights generally as at the time in effect and subject to the effect of by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity) (the “Enforceability Exceptions”)law.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in Merger and the case of the other transactions contemplated hereby except that consummation of the Merger, to Merger shall require the receipt requisite approval of the Company Stockholder Approval)Company's stockholders as contemplated herein. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt approval and adoption of this Agreement by the holders of a majority of the Company Stockholder Approval then outstanding Shares and the filing and recordation of appropriate merger documents as required by the DGCL)) and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubSubsidiary, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or similar applicable Laws affecting limiting creditors’ ' rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and and, subject to obtaining the Requisite Shareholder Approval, to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it Merger have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company or its holders of Shares are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to (i) obtaining the receipt of the Company Stockholder Requisite Shareholder Approval and the (ii) filing and recordation of recording appropriate merger documents as required by the DGCLMGBCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (collectively, the “"Enforceability Exceptions”"). The Company Board has unanimously approved this Agreement and no restrictions on business combinations set forth in the MGBCL shall apply to the Merger.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate actionaction of the Company other than the adoption of this Agreement by the Company's stockholders in accordance with the DGCL and the Company Charter Documents, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated Merger (other than the adoption of this Agreement by it (subjectthe Company's stockholders in accordance with the DGCL, in the case of the consummation of the Mergerincluding, to the receipt extent applicable, Section 203 of the DGCL ("Section 203") and the Company Stockholder Approval Charter Documents and the filing and recordation of the appropriate merger documents as required by with respect to the Merger in accordance with the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Xxxxxx NBC and Merger Sub, constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject except to the effect of any applicable extent limited by bankruptcy, insolvency (including all applicable Laws relating to insolvency, moratorium, fraudulent transfers)conveyance, reorganization, moratorium or similar applicable other Laws affecting creditors’ the rights generally of creditors generally, and subject to the effect extent that the availability of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”)equitable remedies may be limited by equitable principles.

Authority Relative to this Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company has all necessary full corporate power and authority to execute and deliver each of this Agreement and to perform its obligations hereunder the STFI Agreement and to consummate the Transactions to be consummated by it (subject, in Merger and other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the case of STFI Agreement and the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery Merger and performance of this Agreement by the Company other transactions contemplated hereby and the consummation by the Company of the Transactions to be consummated by it thereby have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the STFI Agreement or to consummate the Transactions Merger or other transactions contemplated hereby or thereby (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt approval of the Company Stockholder Approval and the filing and recordation Company's stockholders pursuant to Section 251(c) of appropriate merger documents as required by the DGCL). This Each of this Agreement or the STFI Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Xxxxxx Acquiror and Merger SubSub and thereof by Acquiror, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws other laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law equitable or in equity) (the “Enforceability Exceptions”)fiduciary principles.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)Closing. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of this Agreement, and the Transactions to be consummated by it execution and delivery of the Investor Rights Agreement and the performance of the Company’s obligations thereunder, have been duly and validly authorized approved by all necessary corporate actionthe board of directors of the Company (the “Board of Directors”). The Board of Directors (i) has determined that the Investment, on the terms and conditions set forth in this Agreement and the Investor Rights Agreement, is advisable and in the best interests of the Company and the Company’s stockholders, and (ii) has approved this Agreement, the Investor Rights Agreement and the transactions contemplated hereby and thereby (including the Investment). Except for the Board Actions and the Stockholder Proposals, no other corporate proceedings on the part of the Company are necessary to authorize approve the transactions contemplated by this Agreement or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)Agreement. This Agreement has been and, at the Closing, the Investor Rights Agreement will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties thereto, constitutes constitutes, or will at the Closing constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, or by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (Transactions, subject, in the case of the consummation of with respect to the Merger, to the receipt approval and adoption of this Agreement and the approval of the Company Stockholder Approval)Merger by holders of a majority of the outstanding Shares in accordance with Delaware Law. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than (x) with respect to be consummated by it (subject, in the case of the consummation of the Merger, the approval and adoption of this Agreement and the approval of the Merger by holders of a majority of the outstanding Shares if and to the receipt extent required by applicable law, and (y) the filing of the Company Stockholder Approval and the filing and recordation Certificate of appropriate merger documents Merger as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid constitute legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar applicable Laws affecting laws relating to creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and and, subject to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of receiving the Company Stockholder Approval), to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Novus and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, to perform all of its respective obligations hereunder and thereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)Transactions. The execution, execution and delivery and performance of this Agreement by the Company, the execution and delivery at Closing by the Company of each of the other Transaction Documents to which it is a party, and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or such other Transaction Documents or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)Transactions. This Agreement has been and, at the Closing, each of the other Transaction Documents to which the Company is a party will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx PC3, NewPubco and Merger Sub, constitutes constitutes, or will at the Closing constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”). The Company’s stockholders have approved this Agreement and the Transactions, including the Share Exchange, and such approvals are sufficient (other than, for the avoidance of doubt, with respect to any C/S Documents and C/S Transactions).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and and, subject to receiving the Requisite Company Shareholder Approval, to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have has been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are is necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subjectother than, in the case of the consummation of the Merger, with respect to the receipt of Mergers, the Requisite Company Stockholder Shareholder Approval and the filing and recordation of appropriate merger documents as required by the DGCLCompanies Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx SPAC, Holdings and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in the Companies Act shall not apply to the Mergers, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Mergers or the other Transactions.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements, to perform its obligations hereunder and thereunder, and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)Transactions. The execution, execution and delivery and performance of this Agreement and any ancillary agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any ancillary agreement or to consummate the Transactions (other than, with respect to be consummated the Company Merger, the approval and adoption of this Agreement by it (subject, in the case holders of a majority of the consummation outstanding shares of the MergerCompany Common Stock present and entitled to vote, if and to the receipt of the Company Stockholder Approval extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the DGCLBCA). This Agreement and each applicable ancillary agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent, Holdco and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including including, without limitation, all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law Law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and and, subject to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of receiving the Company Stockholder Approval), to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Spartan and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The Company has ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated herein (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt approval and adoption of this Agreement by the holders of a majority of the Company Stockholder Approval then outstanding Shares and the filing and recordation of appropriate merger documents as required by the DGCLGeorgia Code). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger SubBuyer, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)reorganization, reorganizationinsolvency, moratorium or similar applicable Laws laws affecting creditors’ ' rights generally and subject subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in proceedings in equity or at law). The only action required to be taken by the stockholders of the Company in order to consummate the Merger is the adoption of this agreement by the affirmative vote of a proceeding at law or in equity) (majority of the “Enforceability Exceptions”)outstanding shares of Common Stock entitled to vote thereon.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement and subject to obtaining the approval of the stockholders of Company of the Merger and the transactions contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)transactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the Option Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt approval and adoption of this Agreement by Company's stockholders in accordance with Delaware Law and the Company Stockholder Approval Charter Documents and the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCLDelaware Law). This Agreement and the Option Agreement each has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid constitute legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvency (including including, without limitation, all applicable Laws laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws laws affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law or in equity) (the “Enforceability Exceptions”law).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and each other document, instrument, and certificate referenced herein (each, a “Related Agreement”) to which it is a party, subject to obtaining the requisite stockholder approval to perform its obligations hereunder and thereunder, and to consummate the Transactions to be consummated by it (subjectTransactions. Other than obtaining the requisite stockholder approvals, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, execution and delivery and performance of this Agreement and each Related Agreement to which it is a party by the Company Company, and the consummation by the Company of the Transactions to be consummated by it Transactions, have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or such Related Agreements or to consummate the Transactions to be consummated by it (subjectTransactions, in other than the case filing of the consummation Certificate of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by Xxxxxx binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company it in accordance with its termsterms (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, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a court before which any proceeding at law or in equity) (the “Enforceability Exceptions”may be brought).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and subject to obtaining the approval of the stockholders of Company of the Merger and the transactions contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)transactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate actionaction on the part of Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt approval and adoption of this Agreement by Company's stockholders in accordance with Delaware Law and the Company Stockholder Approval Charter Documents and the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Acquiror, Genesis Delaware and Merger Sub, constitutes a legal, valid constitute legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvency (including including, without limitation, all applicable Laws laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws laws affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law or in equity) (the “Enforceability Exceptions”law).

Authority Relative to this Agreement. The Company SPAC has all necessary corporate the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Agreements to perform which it is a party; and (b) carry out its obligations hereunder and thereunder and to consummate the Transactions to be consummated by it (subject, in including the case of the consummation of the Merger, to the receipt of the Company Stockholder ApprovalMergers). The execution, execution and delivery and performance by SPAC of this Agreement by and the Company other Transaction Agreements to which it is a party, and the consummation by the Company SPAC of the Transactions to be consummated by it (including the Mergers) have been duly and validly authorized by all necessary corporate actionaction on the part of SPAC, and no other corporate proceedings on the part of the Company SPAC are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the Transactions to be consummated by it (subjecttransactions contemplated thereby, in the case other than approval of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)SPAC Shareholder Matters. This Agreement has and the other Transaction Agreements to which SPAC is a party have been duly and validly executed and delivered by the Company SPAC and, assuming the due authorization, execution and delivery hereof and thereof by Xxxxxx the Company and Merger Subthe other parties thereto, constitutes a legal, valid constitute the legal and binding obligation obligations of the Company, SPAC enforceable against the Company it in accordance with its their terms, subject to the effect of any except insofar as enforceability may be limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws laws affecting creditors’ rights generally and subject to or by principles governing the effect availability of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”)equitable remedies.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and and, subject to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of receiving the Company Stockholder Approval), to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx VectoIQ and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The Company has all the necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the affirmative vote of the holders of a majority of the outstanding Shares for adoption and approval of this Agreement and the Merger at a special meeting of the stockholders of the Company duly called and held for such purpose (the "REQUISITE VOTE") and the filing of a Certificate of Merger as required by Delaware Law, to perform carry out its obligations hereunder and to consummate the Transactions to be consummated transactions contemplated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)this Agreement. The execution, execution and delivery and performance of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions to be consummated transactions contemplated by it this Agreement have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of the Company are necessary and, subject to authorize this Agreement or to consummate obtaining the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval Requisite Vote and the filing and recordation of appropriate merger documents the Certificate of Merger as required by Delaware Law, no other corporate action is necessary for the DGCL)execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming and constitutes the due authorization, execution and delivery by Xxxxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable insolvency, fraudulent transfer, moratorium and other similar Laws of general applicability relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”)principles.

Authority Relative to this Agreement. (i) The Company Seller has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions transactions contemplated hereby, as well as all other agreements, certificates and documents executed or delivered, or to be consummated executed or delivered, by it the Seller in connection herewith (subjectcollectively, in with this Agreement, the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval"SELLER DOCUMENTS"). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company Seller of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Seller, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subject, in the case transactions contemplated hereby. Each of the consummation of Seller Documents to which the MergerSeller is, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement or will be, a party has been been, or will be, duly and validly executed and delivered by the Company Seller, and, assuming the due authorization, execution and delivery of the Seller Documents by Xxxxxx the other parties, are (or when executed and Merger Sub, constitutes a delivered will be) legal, valid and binding obligation obligations of the CompanySeller, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by (i) applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting the enforcement of creditors’ ' rights generally and subject to the effect of (ii) general principles of equity (equity, regardless of whether considered asserted in a proceeding in equity or at law or in equity) (the “Enforceability Exceptions”)law.

Authority Relative to this Agreement. The Company Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions to be consummated by it transactions contemplated hereby and thereby (subject, in including the case of the consummation of the Merger, to the receipt of the Company Stockholder ApprovalAcquisition). The execution, execution and delivery and performance of this Agreement and the other Transaction Documents by the Company Purchaser and the consummation by the Company Purchaser of the Transactions to be consummated by it transactions contemplated hereby and thereby (including the Acquisition) have been duly and validly authorized by all necessary corporate actionaction of the Purchaser and its board of directors, and no other corporate proceedings on the part of the Company Purchaser are necessary to authorize this Agreement and the other Transactions Documents or to consummate transactions contemplated hereby and thereby (including the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCLAcquisition). This Agreement has been and the other Transaction Documents have been, or when executed and delivered will be, duly and validly executed and delivered by the Company Purchaser and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other Parties hereto, each such agreement constitutes a legal, valid and binding obligation of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency (including all applicable Laws relating to insolvency, fraudulent transfers)conveyance, reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered enforcement is sought in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated herein (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt approval and adoption of this Agreement by the holders of a majority of the Company Stockholder Approval then outstanding Shares and the filing and recordation of appropriate merger documents as required by the DGCLGeorgia Code). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger SubBuyer, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)reorganization, reorganizationinsolvency, moratorium or similar applicable Laws laws affecting creditors’ ' rights generally and subject subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in proceedings in equity or at law). The only action required to be taken by the stockholders of the Company in order to consummate the Merger is the adoption of this agreement by the affirmative vote of a proceeding at law or in equity) (majority of the “Enforceability Exceptions”)outstanding shares of Common Stock entitled to vote thereon.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder ApprovalShareholder Approval to the extent required by the MBCA). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Shareholder Approval to the extent required by the MBCA and filing with the filing and recordation Secretary of appropriate merger documents State of the State of Minnesota of the Articles of Merger as required by the DGCLMBCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubPurchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions Merger and the other transactions contemplated by this Agreement to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval(the "Other Transactions"). The Assuming the accuracy of Parent's representations and warranties in Section 4.10, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or such Other Transactions to be consummated (other than the adoption of this Agreement by it (subject, in the case affirmative vote of the consummation holders of a majority of the Merger, then-outstanding shares of Company Common Stock entitled to the receipt of the Company Stockholder Approval vote thereon and the filing and recordation of appropriate merger documents as required by the DGCLCertificate of Merger). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and and, subject to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of receiving the Company Stockholder Approval), to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subjectTransactions, subject to, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Athena and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The Each of the Seller and the Company has all necessary corporate power and authority to execute and deliver this Agreement, the Trademark License Agreement, the Security Agreement, the Employment Termination Agreement and the Web Site Linking Agreement (collectively, the "Transaction Documents"), to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)transactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the other Transaction Documents by the Seller and the Company and the consummation by the Seller and the Company of the Transactions to be consummated by it transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Seller or the Company and no filings or recordations required by the New York Business Corporation Law are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has and the other Transaction Documents have been or will be duly and validly executed and delivered by each of the Seller and the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties hereto, each such agreement constitutes a legal, valid and binding obligation obligations of the Companysuch party, enforceable against the Company such party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)moratorium, reorganizationinsolvency, moratorium reorganization or other similar applicable Laws law affecting the enforceability of creditors’ ' rights generally and subject to the effect of general principles of equity which may limit the availability of remedies (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”"Bankruptcy Exception").

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance (subject, with respect to the Merger, to obtaining the Company Stockholder Approval) of this Agreement and of all of the other documents and instruments required hereby by the Company are within the corporate power and authority of the Company. The execution and delivery of this Agreement and the Ancillary Documents to which the Company is a party and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby and thereby, including the Merger, have been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents to which the Company is a party or to consummate the Transactions transactions contemplated hereby and thereby, including the Merger (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the (a) receipt of the Company Stockholder Approval and (b) the filing and recordation of appropriate merger documents as required by the DGCLCertificate of Merger with the Secretary of State of the State of Delaware). This Agreement has and the Ancillary Documents to which the Company is a party have been or will be duly and validly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery hereof and thereof by Xxxxxx Parent and Merger SubSubsidiary) constitute or, constitutes a legalin the case of the Ancillary Documents, will constitute valid and binding obligation agreements of the Company, enforceable against the Company in accordance with its their respective terms, subject except to the effect of any extent that their enforceability may be limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium reorganization or similar applicable other Laws affecting the enforcement of creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”)by equitable principles.

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and to consummate the Transactions to be consummated Merger and the other transactions contemplated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)this Agreement. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated Merger and the other transactions contemplated by it this Agreement have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated Merger and the other transactions contemplated by it this Agreement (subject, in other than the case approval and adoption of this Agreement and the consummation of the Merger, to the receipt of Merger by the Company Stockholder Approval Stockholders as described in Section 3.16 hereof and the filing and recordation of appropriate merger documents as required by the DGCLDGCL and the filings described in Section 3.06(b)). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)reorganization, reorganizationinsolvency, moratorium or similar applicable Laws affecting creditors’ rights generally and subject subject, as to enforceability, to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (Transactions, subject, in the case of the consummation of with respect to the Merger, to the receipt approval and adoption of this Agreement and the approval of the Company Stockholder Approval)Merger by holders of a majority of the outstanding Shares in accordance with Delaware Law. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than (x) with respect to be consummated by it (subject, in the case of the consummation of the Merger, the approval and adoption of this Agreement and the approval of the Merger by holders of a majority of the outstanding Shares if and to the receipt extent required by applicable law, and (y) the filing of the Company Stockholder Approval and the filing and recordation Certificate of appropriate merger documents Merger as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid constitute legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar applicable Laws affecting laws relating to creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Escrow Agreement (as defined in Section 8.01(c)), to perform its obligations hereunder and thereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)transactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the Escrow Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Escrow Agreement or to consummate the Transactions to be consummated by it transactions contemplated hereby or thereby (subject, in other than the case filing of the consummation Certificate of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents Merger as required by the DGCLDelaware Code). This Agreement has been been, and the Escrow Agreement will be, duly and validly executed and delivered by the Company andCompany. This Agreement constitutes, and the Escrow Agreement will constitute, assuming the due authorization, execution and delivery by Xxxxxx and Merger Subthe other parties hereto, constitutes a the legal, valid and binding obligation obligations of the Company, enforceable against the Company it in accordance with its their respective terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium reorganization or similar applicable Laws other laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”)equitable principles.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder hereunder, and to consummate the Transactions Merger and the other transactions contemplated by this Agreement to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval(the "Other Transactions"). The execution, delivery delivery, and performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or such Other Transactions to be consummated (other than the adoption of this Agreement by it (subject, in the case affirmative vote of a majority of the consummation votes cast by all holders of the Merger, Company Common Stock entitled to the receipt of the Company Stockholder Approval vote thereon and the filing and recordation of appropriate merger documents documents, including the Articles of Merger, as required by the DGCLPBCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution execution, and delivery by Xxxxxx and Merger SubCo, constitutes a legal, valid valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless and an implied covenant of whether considered in a proceeding at law or in equity) good faith and fair dealing (the “Enforceability Exceptions”"Bankruptcy and Equity Exception").

Authority Relative to this Agreement. The Company has ------------------------------------ all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions Merger and the other transactions contemplated by this Agreement to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approvalor the Surviving Corporation (the "Other Transactions"). The execution, delivery ------------------ and performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or such Other Transactions to be consummated (other than the adoption of this Agreement by it (subject, in the case affirmative vote of the consummation holders of two-thirds of the Merger, then-outstanding shares of Common Stock entitled to vote thereon (the receipt of the "Company Stockholder Approval Shareholder Approval") and the filing and recordation ---------------------------- of appropriate merger documents as required by the DGCLMBCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and under this Agreement and, subject to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of receiving the Company Stockholder Approval), to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCLNRS). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Rxxx and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions of NRS 78.378-3793, inclusive, NRS 78.411-444, inclusive, or any other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company Organizational Documents is not applicable to the Merger, this Agreement, any Ancillary Agreement or any of the other Transactions. To the Knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The Company has all necessary corporate requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Agreements to perform which it is a party, and each ancillary document that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of including the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance by the Company of this Agreement by and the Company other Transaction Agreements to which it is a party and the consummation by the Company of the Transactions to be consummated by it (including the Merger) have been duly and validly authorized by all necessary corporate actionrequisite action on the part of the Company (including the approval by its board of directors and, following receipt of the Company Stockholder Approval, the stockholders of the Company as required by the DGCL), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)Transactions. This Agreement has and the other Transaction Agreements to which it is a party have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Xxxxxx and Merger Subthe other Parties, constitutes a constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except insofar as enforceability may be limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws laws affecting creditors’ rights generally and subject to or by principles governing the effect availability of general principles of equity equitable remedies (regardless of whether considered in a proceeding at law or in equity) (the collectively, “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and each Seller have full power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to perform its obligations hereunder which it is a party and to consummate the Transactions to be consummated by it transactions contemplated hereby and thereby (subject, in the case "CONTEMPLATED TRANSACTIONS"). The execution and delivery of this Agreement and the consummation of the Merger, Contemplated Transactions to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by which the Company and the consummation by the Company of the Transactions to be consummated by it such Seller is a party have been duly and validly authorized by all necessary corporate action, the Company or such Seller and no other corporate proceedings on the part of the Company or such Seller (or any other person) are necessary to authorize the execution and delivery by the Company or such Seller of this Agreement or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, Contemplated Transactions to the receipt of which the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)or each Seller is a party. This Agreement has and the other Transaction Documents to which the Company or such Seller is a party have been duly and validly executed and delivered by the Company andor such Seller, and (assuming the due authorization, valid execution and delivery thereof by Xxxxxx and Merger Sub, constitutes a the other parties thereto) constitute the legal, valid and binding obligation agreements of the Company, Company and such Seller enforceable against the Company and such Seller in accordance with its terms, their respective terms except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the effect discretion of the court before which any applicable bankruptcy, insolvency proceeding therefor may be brought (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary requisite corporate or similar power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder thereunder and to consummate the Transactions Contemplated Transactions. The execution and delivery of the Transaction Documents to be consummated by which it (subjectis a party, in the case performance of its obligations thereunder and the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Contemplated Transactions to be consummated by it have been duly and validly authorized by all necessary required corporate actionor other action on the part of the Company, and no other corporate or other proceedings on the part of the Company are necessary to authorize this Agreement the Transaction Documents to which it is a party or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)Contemplated Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement has been duly authorized, executed and delivered by the due authorizationother parties thereto, execution and delivery by Xxxxxx and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its their respective terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar applicable Laws now or hereafter in effect relating to or affecting creditors’ rights generally generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the effect of limitations imposed by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Enforceability ExceptionsBankruptcy and Equity Principles”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)Contemplated Transactions. The execution, execution and delivery and performance of this Agreement by the Company Company, the Transaction Documents and the consummation by the Company of the Contemplated Transactions to be consummated by it have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, the Transaction Documents or to consummate the Transactions to be consummated Contemplated Transactions, including, if necessary, the approval of this Agreement by it (subject, all Shareholders in accordance with the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval Governing Corporate Law and the filing Company’s Certificate of Incorporation and recordation of appropriate merger documents Bylaws, as required by amended to date. The Board has unanimously approved this Agreement and the DGCL)Contemplated Transactions and declared their advisability. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorizationwhen duly authorized, execution executed and delivery by Xxxxxx and Merger Subdelivered to all other parties hereto, constitutes will constitute a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to except as enforceability against the effect of any Company may be limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar applicable Laws laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate organizational power and authority to execute and deliver this Agreement and any other Transaction Documents to which it is a party thereto, to perform its obligations hereunder and thereunder and, subject to receiving the Requisite Nerdy Approval, to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate organizational action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subjectother than the Requisite Nerdy Approval, in which the case of the consummation of the MergerWritten Consent shall satisfy, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCLDLLCA). The Supporting Equity Holders comprise the necessary number of the Company Holders and Blocker Holders to constitute Requisite Nerdy Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Pace, the Blockers and Company Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Escrow Agreement (collectively, the “Transaction Documents”) and, subject to obtaining the necessary approvals of the Company Stockholders, to perform its obligations hereunder and under the Transaction Documents to consummate the Transactions to be consummated Merger and the other transactions contemplated by it (subject, in the case Transaction Documents. The execution and delivery of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement Transaction Documents by the Company and the consummation by the Company of the Transactions to be consummated Merger and the other transactions contemplated by it the Transaction Documents have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement the Transaction Documents or to consummate the Transactions to be consummated Merger and the other transactions contemplated by it the Transaction Documents (subject, in other than the case approval and adoption of this Agreement and the consummation of the Merger, to the receipt of Merger by the Company Stockholder Approval Stockholders as described in Section 3.17 hereof and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has The Transaction Documents have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)reorganization, reorganizationinsolvency, moratorium or similar applicable Laws Law affecting creditors’ rights generally and subject subject, as to enforceability, to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The At the Closing, the Company has all necessary corporate power will have full power, capacity and authority to execute and deliver this Agreement and each Transaction Document to perform its obligations hereunder which it is or, at Closing, will be, a party and to consummate the Transactions to be consummated by it transactions contemplated hereby and thereby (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval"Contemplated Transactions"). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to be consummated by it which the Company are, or at Closing, will be, a party will have been duly and validly authorized by all necessary corporate action, the Company and no other corporate proceedings acts by or on the part behalf of the Company are will be necessary or required to authorize this Agreement or to consummate the Transactions to be consummated execution, delivery and performance by it (subject, in the case Company of each Transaction Document and the consummation of the MergerContemplated Transactions to which it, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)is or, at Closing, will be, a party. This Agreement has and the other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company and, and (assuming the due authorization, valid execution and delivery thereof by Xxxxxx and Merger Sub, constitutes a the other parties thereto) will constitute the legal, valid and binding obligation agreements of the CompanyCompany respectively, enforceable against the Company and Seller in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the effect discretion of the court before which any applicable bankruptcy, insolvency proceeding therefore may be brought (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions to be consummated by it (Transactions, subject, in the case of the consummation of with respect to the Merger, to the receipt of the Company Stockholder ApprovalApproval (as defined below). The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions other than (i) with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the filing with the Securities and Exchange Commission (the SEC) of a proxy statement with respect to, and the receipt of of, the Company Stockholder Approval if and to the extent required by applicable law, (ii) the filing and recordation of appropriate merger documents the Certificate of Merger as required by Delaware Law. The affirmative vote of the DGCLholders of a majority of the shares of Company Common Stock issued and outstanding on the record date set for the meeting of the stockholders of the Company to adopt this Agreement in accordance with applicable law is the only vote of the holders of capital stock of the Company necessary to adopt this Agreement under applicable Legal Requirements and Company Charter Documents (the Company Stockholder Approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx and Merger SubCloudtech, constitutes a legal, valid the legal and binding obligation of the Company, enforceable against the Company it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or other similar applicable Laws affecting creditors’ laws relating to creditors rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each other agreement contemplated hereby, to perform its obligations hereunder and thereunder and, subject to obtaining the Requisite Shareholder Approval, to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of the Company or its holders of Common Shares are necessary to authorize the execution, delivery or performance of this Agreement or any other agreement contemplated hereby or to consummate the Transactions transactions contemplated hereby or thereby (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to (i) obtaining the receipt of the Company Stockholder Requisite Shareholder Approval and the (ii) filing and recordation of recording appropriate merger documents as required by the DGCLOGCL and the DLLCA). This Agreement and each other agreement contemplated hereby has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (collectively, the “Enforceability Equitable Exceptions”). The Company Board has approved this Agreement and the transactions contemplated hereby and no restrictions on business combinations set forth in the OGCL apply to the Merger.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and and, subject to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of receiving the Company Stockholder Approval), to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx TortoiseCorp and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws and other laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of generally, by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The Each Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval)transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by the each Company and the consummation by the each Company of the Transactions to be consummated by it transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of the either Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)transactions so contemplated. This Agreement has been duly and validly executed and delivered by the each Company and each Holder and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, as applicable, constitutes a the legal, valid and binding obligation of the Companyeach Company and each Holder, enforceable against each of the Company Companies and each Holder in accordance with its terms, subject to except as the enforceability thereof may be limited by (i) the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar applicable Laws laws now or hereafter in effect relating to or affecting creditors’ the rights generally and subject to remedies of creditors generally, and (ii) the effect of general principles of equity (regardless of equity, whether enforcement is considered in a proceeding in equity or at law or in equity) (law, and the “Enforceability Exceptions”)discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. (a) The Company has all necessary requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Agreements to perform its which it is a party, and each ancillary document that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out the Company’s obligations hereunder and thereunder and to consummate the Transactions to be consummated which it is a party. The execution and delivery by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by and the Company other Transaction Agreements to which it is a party and the consummation by the Company of the Transactions to be consummated by which it is a party have been duly and validly authorized by all necessary corporate actionrequisite action on the part of the Company, and, except for receipt of the approval of the Company Shareholder as required by the Companies Act and the approvals described in Section 4.6(b), no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions to be consummated by which it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL)is a party. This Agreement has and the other Transaction Agreements to which it is a party have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by Xxxxxx and Merger Subthe other Parties, constitutes a legal, valid constitute the legal and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, subject to the effect of any except insofar as enforceability may be limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable Laws laws affecting creditors’ rights generally and subject to or by principles governing the effect availability of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”)equitable remedies.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions Merger and the other transactions contemplated by this Agreement to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval(the “Other Transactions”). The Assuming the accuracy of Parent’s representations and warranties in Section 4.10, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or such Other Transactions to be consummated (other than the adoption of this Agreement by it (subject, in the case affirmative vote of the consummation holders of a majority of the Merger, then-outstanding shares of Company Common Stock entitled to the receipt of the Company Stockholder Approval vote thereon and the filing and recordation of appropriate merger documents as required by the DGCLCertificate of Merger). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger SubCo, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and, subject to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of receiving the Company Stockholder Approval), to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions to be consummated by it have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval and Approval, which the Written Consent shall satisfy, and, with respect to the Merger only, the filing and recordation of appropriate merger documents as required by the DGCLFBCA). This Agreement and each other Transaction Document to which the Company is a party and has executed has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx IAC and Merger SubSub and the other parties thereto, as applicable, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar applicable and other Laws of general application affecting enforcement of creditors’ rights generally and subject to the effect of by general equitable principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Remedies Exceptions”). No state takeover Law or similar restrictions are applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby (the “Company Ancillary Agreements”) and to perform its obligations hereunder and thereunder and, subject to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance adoption of this Agreement by the stockholders of Company in accordance with the TBCA and the Company Charter Documents, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Company Ancillary Agreements by Company and the consummation by the Company of the Transactions to be consummated by it transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action on the part of Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, the Company Ancillary Agreements or to consummate the Transactions to be consummated by it (subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has and the Company Ancillary Agreements have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Xxxxxx Parent and Merger Sub, constitutes a legal, valid constitute the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar applicable Laws laws of general application affecting the enforcement of creditors’ rights generally and subject to the effect exercise by courts of general principles of equity (regardless of whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”)equitable powers.