Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Each of Parent and Newco has the requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newco, and no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and Newco, enforceable against each of them in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite corporate all necessary power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement and (ii) carry out each instrument required hereby to be executed and delivered by it at Closing, to perform its of their obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebythereby (including the Transactions). This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcodirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or will be duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and HL, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder their respective Boards of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of The Parent and Newco has the requisite Merger-Sub have full corporate power and authority to execute and deliver enter into this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution, delivery, and thereby. This performance of this Agreement by the Parent and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, the Merger-Sub and the consummation by the Parent and Newco the Merger-Sub of the Merger and the transactions contemplated hereby and thereby have been duly and validly authorized approved by the respective boards Boards of directors Directors of the Parent and Newco the Merger-Sub and by Parent as the sole shareholder stockholder of Newcothe Merger-Sub, and no other corporate proceedings on the part of the Parent and Newco or the Merger-Sub are necessary to authorize the execution, delivery, and performance of this Agreement or to consummate by the Parent and the Merger-Sub and the consummation by the Parent and the Merger-Sub of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Parent and Newco andthe Merger-Sub, assuming that this Agreement and constitutes the a legal, valid valid, and binding agreement obligation of the Company, constitutes the legal, valid and binding agreement of each of Parent and Newco, the Merger-Sub enforceable against each of them the Parent and the Merger-Sub in accordance with its terms, except that as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other transfer or similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ ' rights generally, generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent Parent, PHH and Newco Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. The execution and thereby. This delivery of this Agreement by Parent, PHH and each instrument required hereby to be executed and delivered by Parent or Newco at ClosingMerger Sub, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by the respective boards board of directors of Parent each of Parent, PHH and Newco Merger Sub, and by Parent PHH as the sole shareholder stockholder of NewcoMerger Sub, and no other corporate proceedings proceeding on the part of Parent and Newco are necessary Parent, PHH or Merger Sub is required to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, other than the filing and the recordation of the Certificate of Merger in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent Parent, PHH and Newco andMerger Sub and (assuming due and valid authorization, assuming that this Agreement constitutes the legal, valid execution and binding agreement of delivery hereof by the Company, ) constitutes the legal, a valid and binding agreement of each of Parent Parent, PHH and NewcoMerger Sub, enforceable against each of them Parent, PHH and Merger Sub in accordance with its terms, except that (i) such enforceability enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect effect, relating to creditors’ creditor's rights generally, generally and (bii) general principles equitable remedies of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. (a) Each of Parent and Newco Acquisition has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at ClosingAgreement, to perform its obligations hereunder and thereunder under this Agreement and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent (the "Parent Board") and Newco Acquisition and by Parent as the sole shareholder stockholder of NewcoAcquisition, and no other corporate proceedings on the part of Parent and Newco or Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (including the Merger). This Agreement has been duly and validly executed and delivered by each of Parent and Newco andAcquisition and constitutes, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery hereof by the Company, constitutes the legala valid, valid legal and binding agreement of each of Parent and Newco, Acquisition enforceable against each of them Parent and Acquisition in accordance with its terms, except that such enforceability may be limited by (a) subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors’ ' rights generallygenerally or to general principles of equity. (b) Without limiting the generality of the foregoing, the Parent Board has unanimously (1) determined that the Merger is fair to, and in the best interests of Parent and Parent's stockholders, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, and (b3) general principles of equity (regardless of whether enforceability is considered in a proceeding at law has not withdrawn or in equity)modified such approval.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at ClosingAgreement, to perform its obligations hereunder and thereunder and and, subject to receipt of the Parent Shareholder Approval, to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcoall necessary corporate action, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and, with respect to the Parent Share Issuance, the Parent Shareholder Approval). This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement obligation of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except to the extent that such its enforceability may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws now or hereafter in effect relating to affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Each of Parent and Newco The Company has the requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and or thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and each instrument required hereby to be executed and delivered by Parent or Newco the Company at Closing, the Closing and the consummation by Parent and Newco the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newco, Special Committee and no other corporate proceedings on the part of Parent and Newco the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the approval of the Merger and the adoption of this Agreement by holders of the Shares in accordance with the MBCA and the Company Articles. This Agreement has been duly and validly executed and delivered by each of Parent and Newco the Company and, assuming that this Agreement constitutes the legal, valid and binding agreement of the CompanyParent and Newco, constitutes the legal, valid and binding agreement of each of Parent and Newcothe Company, enforceable against each of them the Company in accordance with its terms, except that such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equityLaw).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement by each of Parent and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcoall necessary corporate action, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby (other than the consent of Parent as sole stockholder of Merger Sub and the approval of the Share Issuance (as defined in Section 7.01) by the requisite vote of stockholders of Parent at the Parent Stockholders' Meeting (as defined in Section 7.01), the Domestication (as defined in Section 7.01) and the filing and recordation of the Certificate of Merger as required by Delaware Law). This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub, and, assuming that this Agreement the due authorization, execution and delivery by Company, each such agreement constitutes the a legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each obligation of Parent and Newcoand/or Merger Sub, as the case may be, enforceable against each of them Parent and Merger Sub in accordance with its terms, except to the extent that such enforceability hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ ' rights generally, generally and (b) general by principles of equity (regardless regarding the availability of whether enforceability is considered in a proceeding at law or in equity)remedies.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and by Parent as the sole shareholder of NewcoMerger Sub, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated herebyso contemplated, subject only to (i) the approval of the issuance of the parent Common Stock in connection with the Merger by the stockholders of the Parent (the "PARENT STOCKHOLDERS' APPROVAL") and (ii) the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute legal and binding obligations of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its their respective terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite corporate all necessary power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder the Related Agreements and to consummate the transactions contemplated hereby and thereby. This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, the Related Agreements and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards members (including the managing member) of Parent and by the board of directors of Parent and Newco and by Parent as the sole shareholder of NewcoMerger Sub, and no other corporate or similar proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Related Agreements have been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes due and valid authorization, execution and delivery by the legalother parties thereto, valid constitute valid, legal and binding agreement of the Company, constitutes the legal, valid and binding agreement agreements of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its their terms, except that such enforceability enforcement may be limited by subject to (a) any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar Laws laws, now or hereafter in effect relating to effect, affecting creditors’ ' rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at of law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco Merger Sub and will be approved and adopted immediately following execution of this Agreement by Parent as the sole shareholder stockholder of NewcoMerger Sub, and no other corporate proceedings on the part of Parent and Newco Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Each of (a) The execution, delivery and performance by Guarantor, Parent and Newco has Merger Sub of this Agreement, the requisite corporate power execution, delivery and authority to execute performance by Guarantor of the Guarantee and deliver this Agreement the consummation by Guarantor, Parent and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate Merger Sub of the transactions contemplated hereby and thereby. This Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and as applicable, are within the consummation by respective corporate powers of Guarantor, Parent and Newco of the transactions contemplated hereby Merger Sub and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newco, and no other all necessary corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by each of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, a valid and binding agreement of each of Parent and Newco, Merger Sub enforceable against each of them in accordance with its terms, except and the Guarantee has been duly and validly executed and delivered and constitutes a valid and binding agreement of Guarantor enforceable against it in accordance with its terms. (b) At a meeting duly called and held, or by written consent in lieu of meeting, the respective Boards of Directors of Parent and Merger Sub, as applicable, have (i) unanimously determined that such enforceability may be limited by (a) bankruptcythis Agreement and the transactions contemplated hereby are fair to and in the best interests of Parent, insolvencyMerger Sub and their respective stockholders, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generallyas applicable, and (bii) general principles unanimously adopted this Agreement and approved the transactions contemplated hereby. At a meeting duly called and held, Guarantor's Board of equity (regardless Directors has approved the Guarantee and the transactions contemplated thereby and the issuance of whether enforceability is considered the Guarantor Common Shares to be delivered to the Company stockholders in a proceeding at law or in equity)connection with the Merger.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco Merger Sub, and by Parent as the sole shareholder stockholder of NewcoMerger Sub, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated herebyby this Agreement (including the Merger). This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement has been duly authorized, executed and delivered by the Company, this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, a valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability (i) enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect relating to effect, affecting creditors’ rights generally, generally and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of (a) Parent and Newco has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required the Option Agreement and to consummate the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Parent are necessary to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement and the Option Agreement have each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newco, and no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco andeach constitutes a valid, assuming that this Agreement constitutes the legal, valid legal and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoParent, enforceable against each of them Parent in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and . (b) general principles The Boards of equity Directors of Parent (regardless the "Parent Board") has duly and validly authorized the execution and delivery of whether enforceability is considered in a proceeding at law or in equity)this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby, and taken all corporate actions required to be taken by the Parent Board, for the consummation of the transactions contemplated hereby and thereby. (c) As of the Closing Date, Merger Sub will have all necessary corporate power and authority, and will be duly and validly authorized, to consummate the Merger.

Authority Relative to this Agreement. Each of Parent and Newco Purchaser has the all requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby on the part of Parent and thereby Purchaser have been duly and validly authorized by the respective boards Boards of directors Directors of Parent and Newco of Purchaser and by Parent as the sole shareholder of Newco, Purchaser and no other corporate proceedings on the part of Parent and Newco Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except as contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Purchaser and, assuming that this Agreement constitutes a valid and binding obligation of the legalCompany and the requisite approval of the Company's shareholders has been obtained, this Agreement constitutes a valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of both Parent and NewcoPurchaser, enforceable against each of them in accordance with its terms, except that such enforceability may be limited by (a) as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors’ rights generally' rights, and (b) general principles as the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and by Parent as the sole shareholder of NewcoMerger Sub, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated herebyTransactions (other than, with respect to the Merger, the filing of the Certificate of Merger as required by Delaware Law). This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery by the Company, constitutes the legal, valid a legal and binding agreement of each obligation of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect laws relating to creditors’ rights generally, and (b) general principles of equity (regardless equity. No vote of whether enforceability the holders of any shares of Parent capital stock is considered in a proceeding at law required to approve this Agreement or in equity)the transactions contemplated hereby.

Authority Relative to this Agreement. Each The Board of Parent Directors of Merger Sub has declared the Merger advisable and Newco Merger Sub has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and each instrument required hereby to be executed consummate the transactions contemplated hereby. The Board of Directors of Parent has declared the issuance of Parent Shares advisable and delivered by it at ClosingParent has the requisite corporate power and authority to approve, to perform its obligations hereunder authorize, execute and thereunder deliver this Agreement and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards Boards of directors Directors of Parent and Newco and by Parent as the sole shareholder of Newco, Merger Sub and no other corporate proceedings on the part of Parent and Newco or Merger Sub (other than approval of the Merger by the stockholders of Parent in accordance with the NCS listing requirements) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability may be limited by (a) subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar Laws now or hereafter in effect laws of general applicability relating to or affecting creditors’ rights generally, and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) Each of Parent and Newco and/or Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed execute and delivered by it at Closingdeliver the Stock Option Agreement, the Company Voting Agreements and the Company Affiliate Agreements (the "Parent Ancillary Agreements") and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered the Parent Ancillary Agreements by Parent or Newco at Closing, and/or Merger Sub and the consummation by Parent and Newco and/or Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and by Parent as the sole shareholder of Newcoand/or Merger Sub, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement and the Parent Ancillary Agreements or to consummate the transactions contemplated herebyso contemplated. This Agreement has and the Parent Ancillary Agreements have been duly and validly executed and delivered by each of Parent and Newco and/or Merger Sub and, assuming that this Agreement constitutes the legaldue authorization, valid execution and delivery by Company, constitute legal and binding agreement of the Company, constitutes the legal, valid and binding agreement of each obligations of Parent and Newcoand/or Merger Sub, enforceable against each of them Parent and/or Merger Sub in accordance with its their respective terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of the Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, the Ancillary Documents and each instrument required hereby to be executed the Tender and delivered by it at ClosingOption Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This The execution and delivery of this Agreement, the Ancillary Documents and the Tender and Option Agreement by the Parent and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, Merger Sub and the consummation by the Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newco, all necessary corporate action and no other corporate proceedings on the part of the Parent and Newco or Merger Sub are necessary to authorize this Agreement, the Ancillary Documents and the Tender and Option Agreement or to consummate the transactions contemplated herebyhereby or thereby (other than the Merger Filing). This Agreement, the Ancillary Documents and the Tender and Option Agreement has have each been duly and validly executed and delivered by each of the Parent and Newco Merger Sub and, assuming that this Agreement constitutes the due authorization, execution and delivery thereof by the Company, constitute the legal, valid and binding agreement obligation of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them the Parent and Merger Sub in accordance with its their respective terms, except that such enforceability as enforcement may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect laws relating to creditors’ creditors rights generally, generally and (b) by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent's and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub's obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder their respective Boards of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ ' rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at ClosingAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closingand Merger Sub, the performance of this Agreement by Parent and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby Merger have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcoall necessary corporate action, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyMerger, other than (i) obtaining the Requisite Parent Vote, and (ii) with respect to the Transactions, the filing and recordation of the Certificate of Merger. No action of the shareholders of Parent is required to adopt the amendment to the Bylaws of Parent set forth in Exhibit 6.14(a). This Agreement has been adopted by all necessary corporate and shareholder action of Merger Sub. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement obligation of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability may be limited by (a) subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting creditors’ rights generally, generally and (b) subject to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newco, and no No other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco andMerger Sub and constitutes a valid, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid legal and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating subject to creditors’ rights generally, the Bankruptcy and Equity Exception. (b) general principles The Board of equity Directors of Parent (regardless the “Parent Board”), the Board of whether enforceability is considered in a proceeding at law or in equityDirectors of Merger Sub (the “Merger Sub Board”), and Parent as the sole shareholder of Merger Sub, have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Parent and Merger Sub, as the case may be, and taken all corporate actions required to be taken by the Parent Board, the Merger Sub Board and by Parent as the sole shareholder of Merger Sub for the consummation of the transactions.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite corporate full power and authority to execute and deliver enter into this Agreement and each instrument required hereby Agreement, and, subject to be executed and delivered by it at Closingobtaining the Parent Shareholders' Approval (as defined in Section 7.3(a)), to perform its obligations hereunder and thereunder hereunder, and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby. This performance of this Agreement by each of Parent and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, Merger Sub and the consummation by each of Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized approved by the respective boards Board of directors Directors of Parent and Newco Merger Sub. The Board of Directors of Parent has passed a resolution declaring the advisability of the Merger and resolving that the Merger be submitted for consideration by Parent as the sole shareholder shareholders of Newco, and no Parent. No other corporate proceedings on the part of Parent and Newco or Merger Sub or their shareholders are necessary to authorize the execution, delivery and performance of this Agreement by Parent or to consummate Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby, other than obtaining the Parent Shareholders' Approval. This Agreement has been duly and validly executed and delivered by each of Parent and Newco and, assuming that this Agreement Merger Sub and constitutes the a legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement obligation of each of Parent and Newco, Merger Sub enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ ' rights generally, generally and (b) by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Each of Parent and Newco has the requisite Merger Sub have full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub have executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder its Board of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Agreements to which it is a party, and each instrument required hereby ancillary document that it has executed or delivered or is to be executed execute or deliver pursuant to this Agreement; and delivered by it at Closing, to perform (b) carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby Transactions (including the Merger). The execution and thereby. This delivery by Parent and Merger Sub of this Agreement and the other Transaction Agreements to which each instrument required hereby to be executed and delivered by Parent or Newco at Closingof them is a party, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby Transactions (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards part of directors each of Parent and Newco and by Parent as the sole shareholder of NewcoMerger Sub, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the transactions contemplated herebythereby, other than approval of the Parent Stockholder Matters. This Agreement has and the other Transaction Agreements to which each of them is a party have been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding obligations of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub (as applicable), enforceable against each of them Parent and Merger Sub (as applicable) in accordance with its their terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating subject to creditors’ rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)the Remedies Exception.

Authority Relative to this Agreement. Each of Parent and Newco has the requisite corporate Merger Sub have all necessary power and authority to execute and deliver this Agreement and, subject to Parent’s adoption of this Agreement (as the sole stockholder of Merger Sub) after the execution hereof and each instrument required hereby to be executed the approval and delivered adoption of the Parent Proposals by it the stockholders of record of Parent at Closingthe Parent Stockholders’ Meeting, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger Transactions. The execution and thereby. This delivery of this Agreement by each of Parent and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, Merger Sub and the consummation by each of Parent and Newco Merger Sub of the transactions contemplated hereby and thereby Merger Transactions, have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcoall necessary corporate action, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyMerger Transactions (other than (a) with respect to the Merger, Parent’s adoption of this Agreement (as the sole stockholder of Merger Sub) after the execution hereof and (b) the approval and adoption of the Parent Proposals by the stockholders of record of Parent at the Parent Stockholders’ Meeting and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement due authorization, execution and delivery by JC and New JC LLC, constitutes the a legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each obligation of Parent and Newcoor Merger Sub, enforceable against each of them Parent or Merger Sub in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating terms subject to creditors’ rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Newco and/or Merger ------------------------------------ Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed the Noncompetition Agreements and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered the Noncompetition Agreements by Parent or Newco at Closing, and/or Merger Sub and the consummation by Parent and Newco and/or Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and by Parent as the sole shareholder of Newcoand/or Merger Sub, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement Each of the Transaction Agreements has been duly and validly executed and delivered by each of Parent and Newco and/or Merger Sub and, assuming that this Agreement the due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid a legal and binding agreement of the Company, constitutes the legal, valid and binding agreement of each obligation of Parent and Newcoand/or Merger Sub, enforceable against each of them Parent and/or Merger Sub in accordance with its terms, except that with respect to clauses (ii) and (iii) for any such enforceability may be limited by (a) bankruptcyconflicts, insolvencyviolations, reorganizationbreaches, moratorium defaults or other similar Laws now or hereafter in effect relating to creditors’ rights generallyoccurrences that have not had, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law could not reasonably be expected to have, individually or in equity)the aggregate, a Material Adverse Effect with respect to Parent.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder its Board of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco and/or Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed the Noncompetition Agreements and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered the Noncompetition Agreements by Parent or Newco at Closing, and/or Merger Sub and the consummation by Parent and Newco and/or Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and by Parent as the sole shareholder of Newcoand/or Merger Sub, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement Each of the Transaction Agreements has been duly and validly executed and delivered by each of Parent and Newco and/or Merger Sub and, assuming that this Agreement the due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid a legal and binding agreement of the Company, constitutes the legal, valid and binding agreement of each obligation of Parent and Newcoand/or Merger Sub, enforceable against each of them Parent and/or Merger Sub in accordance with its terms, except that with respect to clauses (ii) and (iii) for any such enforceability may be limited by (a) bankruptcyconflicts, insolvencyviolations, reorganizationbreaches, moratorium defaults or other similar Laws now or hereafter in effect relating to creditors’ rights generallyoccurrences that have not had, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law could not reasonably be expected to have, individually or in equity)the aggregate, a Material Adverse Effect with respect to Parent.

Authority Relative to this Agreement. Each of ------------------------------------ Parent and Newco Acquisition has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco Acquisition and by Parent as the sole shareholder stockholder of Newco, Acquisition and no other corporate proceedings on the part of Parent and Newco or Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Acquisition and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery by the Company, constitutes the legala valid, valid legal and binding agreement of each of Parent and Newco, Acquisition enforceable against each of them Parent and Acquisition in accordance with its terms, except that (i) such enforceability enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect relating to effect, affecting creditors’ ' rights generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby on the part of Parent and thereby Merger Sub have been duly and validly authorized by the respective boards Boards of directors Directors of Parent and Newco Merger Sub and by Parent as the sole shareholder stockholder of Newco, Merger Sub and no other corporate proceedings on the part of Parent and Newco Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except as contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes a valid and binding obligation of the legalCompany and the requisite approval of the Company's stockholders has been obtained, this Agreement constitutes a valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating as such enforcement may be subject to creditors’ rights generallythe Bankruptcy Exceptions, and (b) general principles as the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Newco Sub has the requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, Sub and the consummation by Parent and Newco Sub of the transactions contemplated on its part hereby and thereby have been duly and validly authorized by the respective boards its Board of directors of Parent and Newco and by Parent as the sole shareholder of NewcoDirectors, and no other corporate proceedings on the part of Parent and Newco Sub are necessary to authorize this Agreement or for Parent and Sub to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent has been duly authorized by Parent's Board of Directors. The consummation of the transactions contemplated hereby is subject to the approval of the Board of Directors of Parent. This Agreement has been duly and validly executed and delivered by each of Parent and Newco and, assuming that this Agreement Sub and constitutes the legal, valid and binding agreement of the Company, constitutes the legal, a valid and binding agreement of each of Parent and NewcoSub, enforceable against each of them Parent and Sub in accordance with its terms. Upon issuance, except that if any, of shares of Parent Common Stock, such enforceability may shares shall not be limited subject to restriction on transfer other than those imposed by (a) bankruptcythe Securities Act of 1933, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)as amended.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, subject to approval by its stockholders, to consummate the transactions contemplated hereby and therebythereby (including the Merger). This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcodirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of the Buyer and the Parent and Newco has the all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, document or instrument required hereby to be executed and or delivered by it at Closing, contemplated by this Agreement (the “ Buyer Documents ”) and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunder thereby. The execution and delivery of this Agreement and the Buyer Documents by each of the Buyer and the Parent and the consummation of the transactions contemplated hereby and thereby by each of the Buyer and the Parent have been duly and validly authorized by all necessary action on the part of the Buyer and the Parent and no other proceedings on the part of the Buyer and the Parent are necessary to authorize this Agreement and the Buyer Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each instrument required hereby to be when executed and delivered by Parent or Newco at the Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of NewcoBuyer Documents will be, and no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Buyer and the Parent and Newco and, assuming that the due authorization, execution and delivery by the Seller and each Stockholder, this Agreement constitutes constitutes, and the Buyer Documents will constitute, a legal, valid and binding agreement obligation of the Company, constitutes Buyer and the legal, valid and binding agreement of each of Parent and NewcoParent, enforceable against each of them the Buyer and the Parent in accordance with its their terms, except that as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting creditors’ rights generally, generally and (b) by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Each of Parent and Newco Acquisition has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly beenduly and validly authorized by the respective boards of directors of Parent and Newco and Acquisitionand by Parent as the sole shareholder stockholder of Newco, Acquisition and no other corporate proceedings on the part of Parent and Newco or Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Acquisition and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery by the Company, constitutes the legala valid, valid legal and binding agreement of each of Parent and Newco, Acquisition enforceable against each of them Parent and Acquisition in accordance with its terms, except that (i) such enforceability enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect relating to effect, affecting creditors’ rights generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Newco Sub has the requisite corporate power and authority to execute and deliver enter into this Agreement and each instrument required hereby to be executed and delivered by it at Closingall related agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to such approvals as are required pursuant to Section 4.03(b) hereof. This The execution, delivery and performance of this Agreement and all related agreements by each instrument required hereby to be executed of Parent and delivered by Parent or Newco at Closing, Sub and the consummation by each of Parent and Newco Sub of the transactions contemplated hereby and thereby have been duly and validly authorized approved by the their respective boards Boards of directors of Parent and Newco Directors and by Parent in its capacity as the sole shareholder of NewcoSub, and no other corporate proceedings on the part of either of Parent and Newco or Sub or their respective shareholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate and all related agreements by Parent and Sub and the consummation by Parent and Sub of the Merger and the other transactions contemplated herebyhereby and thereby. This Agreement and each related agreement executed by Parent and/or Sub has been duly and validly executed and delivered by each of Parent and Newco andSub, assuming that this Agreement as the case may be, and constitutes the a legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement obligation of each of Parent and Newco, Sub enforceable against each of them Parent and Sub in accordance with its terms, except that such as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. (a) Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby and, subject to be executed and delivered the approval of this Agreement by it at ClosingParent in accordance with Section 7.07(d), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcoall necessary corporate action, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, with respect to the Merger, the approval of this Agreement by Parent, as the sole stockholder of Merger Sub, in accordance with Section 7.07(d) and the filing of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Newco andMerger Sub and constitutes a valid, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid legal and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating subject to creditors’ rights generally, the Bankruptcy and Equity Exception. (b) general principles The Parent Board and the board of equity (regardless directors of whether enforceability is considered in a proceeding at law or in equity)Merger Sub, have, respectively, approved the execution, delivery and performance by Parent and Merger Sub, as the case may be, of this Agreement. The board of directors of Merger Sub has declared this Agreement advisable and resolved to recommend the adoption of this Agreement by Parent.

Authority Relative to this Agreement. Each of Parent and Newco Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereunder. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closingand Purchaser, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby hereby, have been duly and validly authorized by the respective boards of directors of each of Parent and Newco Purchaser, and by Parent as the sole shareholder stockholder of NewcoPurchaser, and no other corporate proceedings proceeding on the part of Parent and Newco are necessary or Purchaser is required to authorize this Agreement or to consummate the transactions contemplated herebyhereunder, other than the filing and the recordation of the Certificate of Merger in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent and Newco andPurchaser and (assuming due and valid authorization, assuming that this Agreement execution and delivery hereof by the Company) constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoPurchaser, enforceable against each of them Parent and Purchaser in accordance with its terms, except that (i) such enforceability enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect effect, relating to creditors’ creditor's rights generally, generally and (bii) general principles equitable remedies of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate or company power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other action on the part of Parent and Merger Sub (including the approval by their respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcoor similar body), and no other corporate or other proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery thereof by the Companyother parties hereto, constitutes the legal, valid legal and binding agreement obligation of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and by Parent as the sole shareholder of NewcoMerger Sub, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery by the Company, constitutes the legal, valid a legal and binding agreement of each obligation of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect laws relating to creditors’ ' rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each Except as set forth in Section 2.4 of the Parent Disclosure Schedule, Parent and Newco has the requisite Merger Sub have all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its their obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been or prior to the Closing will be duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco Merger Sub (including the approval by their applicable Board of Directors and by Parent as shareholders, subject in all cases to the sole shareholder satisfaction of Newcothe terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyhereby and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder its Board of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver, and perform this Agreement, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform (ii) carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebythereby (including the Mergers). This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Mergers) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder its board of Newcodirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than approval of the Parent Stockholder Matters. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution, and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent's and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub's obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebythereby (including the Merger). This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder its Board of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ ' rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebythereby (including the Merger). This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder its Board of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at ClosingAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby. This performance of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards Boards of directors Directors of Parent and Newco Merger Sub and by Parent as the sole shareholder stockholder of NewcoMerger Sub, and no other corporate proceedings on the part of Parent and Newco Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the a legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them in accordance with its terms, except that such enforceability the enforcement hereof may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors’ ' rights generally, generally and (bii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. (a) Each of Parent and Newco Acquisition has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at ClosingAgreement, to perform its obligations hereunder and thereunder under this Agreement and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent (the "Parent Board") and Newco Acquisition and by Parent as the sole shareholder stockholder of NewcoAcquisition, and no other corporate proceedings on the part of Parent and Newco or Acquisition are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco andAcquisition and constitutes, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery hereof by the Company, constitutes the legala valid, valid legal and binding agreement of each of Parent and Newco, Acquisition enforceable against each of them Parent and Acquisition in accordance with its terms, except that such enforceability may be limited by (a) subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors’ ' rights generallygenerally or to general principles of equity. (b) Without limiting the generality of the foregoing, the Parent Board has (1) determined that the Merger is fair to, and in the best interests of Parent and Parent's stockholders, (2) approved this Agreement, the Stock Option Agreement, the Merger and the other transactions contemplated hereby, and (b3) general principles of equity (regardless of whether enforceability is considered in a proceeding at law has not withdrawn or in equity)modified such approval.

Authority Relative to this Agreement. Each The execution, delivery and performance of this Agreement and of all of the other documents and instruments required hereby by Parent and Merger Subsidiary are within the corporate power of Parent and Newco has the requisite corporate power Merger Subsidiary. The execution and authority to execute and deliver delivery of this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards Boards of directors Directors of Parent and Newco Merger Subsidiary, and by Parent as the sole shareholder of NewcoMerger Subsidiary, and no other corporate proceedings on the part of Parent and Newco Merger Subsidiary are necessary to authorize this Agreement or to consummate the transactions contemplated herebyherein. This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by each Parent and Merger Subsidiary and (assuming the due authorization, execution and delivery hereof and thereof by the Company) constitute or will constitute valid and binding agreements of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Subsidiary, enforceable against each of them Parent and Merger Subsidiary in accordance with its their respective terms, except that as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other and similar Laws now or hereafter in effect laws relating to creditors’ rights or affecting creditors generally, and (b) by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law law) or in equity)by an implied covenant of good faith and fair dealing.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Agreements to which each instrument required hereby of them is a party, and each ancillary document that it has executed or delivered or is to be executed execute or deliver pursuant to this Agreement, and delivered by it at Closing, to perform (b) carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby Transactions. The execution and thereby. This delivery by Parent and Merger Sub of this Agreement and the other Transaction Agreements to which each instrument required hereby to be executed and delivered by Parent or Newco at Closingof them is a party, and the consummation by Parent and Newco of Merger Sub the transactions contemplated hereby and thereby Transactions (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards part of directors each of Parent and Newco and by Parent as the sole shareholder of NewcoMerger Sub, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the transactions contemplated herebythereby, other than approval of the Parent Shareholder Matters by the Requisite Parent Shareholder Majority. This Agreement has and the other Transaction Agreements to which each of them is a party have been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other Parties hereto, constitute the legal and binding obligations of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub (as applicable), enforceable against each of them Parent and Merger Sub (as applicable) in accordance with its their terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating subject to creditors’ rights generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)the Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent and Newco the Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or the Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its the Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Business Combination). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco the Merger Sub of the transactions contemplated hereby and thereby (including the Business Combination) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and the Merger Sub (including the approval by Parent as the sole shareholder their respective Boards of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or any of the Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been duly and validly executed and delivered by each Parent and the Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and the Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite corporate all necessary power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder the Related Agreements and to consummate the transactions contemplated hereby and thereby. This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, the Related Agreements and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards board of directors of Parent and Newco and by Parent as the sole shareholder board of Newcodirectors of Merger Sub, and no other corporate or similar proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Related Agreements have been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes due and valid authorization, execution and delivery by the legalother parties thereto, valid constitute valid, legal and binding agreement of the Company, constitutes the legal, valid and binding agreement agreements of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its their terms, except that such enforceability enforcement may be limited by subject to (a) any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar Laws laws, now or hereafter in effect relating to effect, affecting creditors’ rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at of law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebythereby (including the Merger). This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcodirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at ClosingAgreement, to perform its obligations hereunder and thereunder and and, subject to the receipt of the approval of the adoption of this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub, to consummate the transactions contemplated hereby Transactions. The execution, delivery and thereby. This performance of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcoall necessary corporate action, and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (subject, in the case of the Merger, to the receipt of the approval of the adoption of this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement obligation of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability may be limited by (a) subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or other similar Laws now or hereafter in effect relating to affecting creditors’ rights generally, generally and (b) subject to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law Law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco the Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or the Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its the Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Business Combination). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco the Merger Sub of the transactions contemplated hereby and thereby (including the Business Combination) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and the Merger Sub (including the approval by Parent as the sole shareholder their respective Boards of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or any of the Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(b)). This Agreement has been duly and validly executed and delivered by each Parent and the Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and the Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco has the requisite Merger Sub have all necessary limited liability company or corporate power and authority authority, as the case may be, to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at ClosingAgreement, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement, the Conversion and Contribution Agreement and each instrument required hereby to be executed and delivered the Voting Agreement by Parent or Newco at Closing, and the consummation by Parent and Newco it of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards Board of directors Managers of Parent Parent, and Newco and by Parent as in the sole shareholder case of Newcothis Agreement, the members of Parent, and no other corporate limited liability company proceedings on the part of Parent and Newco are necessary to authorize the execution, delivery and performance of this Agreement, the Conversion and Contribution Agreement and the Voting Agreement by Parent or to consummate the consummation by Parent of the transactions contemplated herebyhereby or thereby (other than the filing of the Merger Filings as required by the CGCL). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company hereto, constitute valid and binding obligations of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, their terms except that as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar Laws now or hereafter in effect relating to which affect the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Each of Parent has, and upon its execution hereof, Newco has will have, the requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent of the transactions contemplated hereby have been, and upon its execution hereof, by Newco of the transactions contemplated hereby and thereby will have been been, duly and validly authorized by the respective boards Boards of directors Directors of Parent and Newco and immediately following the execution of this Agreement by Newco it will be adopted by Parent as the sole shareholder stockholder of Newco, and no other corporate proceedings on the part of Parent and are, or upon execution hereof by Newco are will on the part of Newco be, necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Parent, and upon its execution hereof, will have been duly and validly executed and delivered by Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each Parent, and upon its execution hereof, will constitute valid and binding agreement of Parent and Newco, enforceable against each of them in accordance with its terms, except that such enforceability the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors’ ' rights generally, generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of the Buyer and the Parent and Newco has the all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, document or instrument required hereby to be executed and or delivered by it at Closing, contemplated by this Agreement (the “Buyer Documents”) and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunder thereby. The execution and delivery of this Agreement and the Buyer Documents by each of the Buyer and the Parent and the consummation of the transactions contemplated hereby and thereby by each of the Buyer and the Parent have been duly and validly authorized by all necessary action on the part of the Buyer and the Parent and no other proceedings on the part of the Buyer and the Parent are necessary to authorize this Agreement and the Buyer Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each instrument required hereby to be when executed and delivered by Parent or Newco at the Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of NewcoBuyer Documents will be, and no other corporate proceedings on the part of Parent and Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Buyer and the Parent and Newco and, assuming that the due authorization, execution and delivery by the Seller and each Stockholder, this Agreement constitutes constitutes, and the Buyer Documents will constitute, a legal, valid and binding agreement obligation of the Company, constitutes Buyer and the legal, valid and binding agreement of each of Parent and NewcoParent, enforceable against each of them the Buyer and the Parent in accordance with its their terms, except that as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting creditors’ rights generally, generally and (b) by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite corporate all necessary power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder the Related Agreements and to consummate the transactions contemplated hereby and thereby. This The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, the Related Agreements and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards board of directors of Parent and Newco and by Parent as the sole shareholder board of Newcodirectors of Merger Sub, and no other corporate or similar proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Related Agreements have been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes due and valid authorization, execution and delivery by the legalother parties thereto, valid constitute valid, legal and binding agreement of the Company, constitutes the legal, valid and binding agreement agreements of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its their terms, except that such enforceability enforcement may be limited by subject to (a) any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other similar Laws laws, now or hereafter in effect relating to effect, affecting creditors’ ' rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at of law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco Merger Sub (including the approval by their respective Boards of Directors and by Parent as stockholders to the sole shareholder of Newcoextent required), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco has the requisite full corporate power and authority to execute and deliver this Agreement and each instrument required hereby the Ancillary Agreements to be executed and delivered by which it at Closingis a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Parent’s Board of Directors has unanimously approved this Agreement and each instrument required hereby the Ancillary Agreements to be executed which the Parent is a party. The execution and delivered delivery by Parent or Newco at Closingof this Agreement and the Ancillary Agreements to which it is a party and, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby and the performance by Parent of its obligations hereunder and thereunder have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newco, and no other all necessary corporate proceedings action on the part of Parent and Newco are necessary no further action is required on the part of Parent to authorize this Agreement or the Ancillary Agreements to consummate which it is a party or the consummation of the transactions contemplated herebyhereby or thereby. This Agreement has and the Ancillary Agreements have been or will be, as applicable, duly and validly executed and delivered by each of Parent and Newco and, assuming that this Agreement the due authorization, execution and delivery hereof by the Company and/or the other parties hereto and thereto, each constitutes the or will constitute, as applicable, a legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each obligation of Parent and Newco, enforceable against each of them Parent in accordance with its respective terms, except that such as the enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws now or hereafter in effect relating to the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger ------------------------------------ Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at ClosingAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby. This performance of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards Boards of directors Directors of Parent and Newco Merger Sub and by Parent as the sole shareholder stockholder of NewcoMerger Sub, and no other corporate proceedings on the part of Parent and Newco Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the a legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them in accordance with its terms, except that such enforceability the enforcement hereof may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws now or hereafter in effect relating to creditors’ ' rights generally, generally and (bii) general principles of equity (regardless regard less of whether enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby. This Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards board of directors of each of Parent and Newco and by Parent as the sole shareholder of Newco, Merger Sub and no other corporate proceedings on the part of either Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes, and each of the other documents, agreements or instruments to be delivered hereunder by Parent or Merger Sub when executed and Newco anddelivered by Parent or Merger Sub will be duly and validly executed and delivered by Parent or Merger Sub, as the case may be, and will constitute, assuming that this Agreement constitutes the legaldue authorization, valid execution and binding agreement of delivery by the Company, constitutes the legal, a valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them in accordance with its terms, except to the extent that such its enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now laws affecting the enforcement of creditors' rights generally or hereafter in effect relating to creditors’ rights generally, and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub ------------------------------------ has the all requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby on the part of Parent and thereby Merger Sub have been duly and validly authorized by the respective boards Boards of directors Directors of Parent and Newco Merger Sub and by Parent as the sole shareholder stockholder of Newco, Merger Sub and no other corporate proceedings on the part of Parent and Newco Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except as contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement constitutes a valid and binding obligation of the legalCompany and the requisite approval of the Company's stockholders has been obtained, this Agreement constitutes a valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating as such enforcement may be subject to creditors’ rights generallythe Bankruptcy Exceptions, and (b) general principles as the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and Merger Sub and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder their respective Board of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Shareholder Approval. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder the Stock Option Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newco, and no No other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement and the Stock Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by each of Parent and Newco andMerger Sub and constitute valid, assuming that this Agreement constitutes the legal, valid legal and binding agreement of the Company, constitutes the legal, valid and binding agreement agreements of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its their respective terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and . (b) general principles The Boards of equity Directors of Parent (regardless the "PARENT BOARD") and Merger Sub and Parent as the sole stockholder of whether enforceability Merger Sub have duly and validly authorized the execution and delivery of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby, and taken all corporate actions required to be taken by such Boards of Directors and Parent as the sole stockholder of Merger Sub for the consummation of the transactions. No approval by the shareholders of Parent is considered in a proceeding at law or in equity)necessary for the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder their respective Boards of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite all necessary corporate power and authority to to: (i) execute and deliver this Agreement Agreement, and each instrument required hereby ancillary document that Parent or Merger Sub is to be executed execute or deliver pursuant to this Agreement, and delivered by it at Closing, to perform its (ii) carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including the approval by their respective boards of directors of Parent and Newco and by Parent as the sole shareholder of Newcodirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent's and each instrument required hereby to be executed and delivered by it at Closing, to perform its Merger Sub's obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby (including the Merger). The execution and thereby. This delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent or Newco at Closing, and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the respective boards of directors part of Parent and Newco and Merger Sub (including the approval by Parent as the sole shareholder its Board of NewcoDirectors), and no other corporate proceedings on the part of Parent and Newco or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such enforceability as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws now or hereafter in effect relating to laws affecting the enforcement of creditors’ ' rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Newco has the requisite Merger Sub have all necessary limited liability company or corporate power and authority authority, as the case may be, to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at ClosingAgreement, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This delivery of this Agreement, the Conversion and Contribution Agreement and each instrument required hereby to be executed and delivered the Voting Agreement by Parent or Newco at Closing, and the consummation by Parent and Newco it of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards Board of directors Managers of Parent Parent, and Newco and by Parent as in the sole shareholder case of Newcothis Agreement, the members of Parent, and no other corporate limited liability company proceedings on the part of Parent and Newco are necessary to authorize the execution, delivery and performance of this Agreement, the Conversion and Contribution Agreement and the Voting Agreement by Parent or to consummate the consummation by Parent of the transactions contemplated herebyhereby or thereby (other than the filing of the Merger Filings as required by the CGCL). This Agreement has been duly and validly executed and delivered by each Parent and Merger Sub and, assuming the due authorization, Table of Contents execution and delivery by the Company hereto, constitute valid and binding obligations of Parent and Newco and, assuming that this Agreement constitutes the legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each of Parent and NewcoMerger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms, their terms except that as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar Laws now or hereafter in effect relating to which affect the enforcement of creditors’ rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)equitable principles.

Authority Relative to this Agreement. Each of Parent Parent, PHH and Newco Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. The execution and thereby. This delivery of this Agreement by Parent, PHH and each instrument required hereby to be executed and delivered by Parent or Newco at ClosingMerger Sub, and the consummation by Parent and Newco of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by the respective boards board of directors of Parent each of Parent, PHH and Newco Merger Sub, and by Parent PHH as the sole shareholder stockholder of NewcoMerger Sub, and no other corporate proceedings proceeding on the part of Parent and Newco are necessary Parent, PHH or Merger Sub is required to authorize this Agreement or to consummate the transactions contemplated herebyTransactions, other than the filing and the recordation of the Certificate of Merger in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent Parent, PHH and Newco andMerger Sub and (assuming due and valid authorization, assuming that this Agreement constitutes the legal, valid execution and binding agreement of delivery hereof by the Company, ) constitutes the legal, a valid and binding agreement of each of Parent Parent, PHH and NewcoMerger Sub, enforceable against each of them Parent, PHH and Merger Sub in accordance with its terms, except that (i) such enforceability enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect effect, relating to creditors’ creditor’s rights generally, generally and (bii) general principles equitable remedies of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority Relative to this Agreement. Each of Parent and Newco Merger Sub has the requisite full corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at ClosingAgreement, to perform its their obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution and thereby. This Agreement and each instrument required hereby to be executed and delivered delivery by Parent or Newco at Closing, and Merger Sub of this Agreement and the consummation by Parent and Newco Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective boards of directors of all necessary corporate action by Parent and Newco and by Parent as the sole shareholder of NewcoMerger Sub, and no other corporate proceedings action on the part of either Parent or Merger Sub is required to authorize the execution, delivery and performance of this Agreement and the consummation by Parent and Newco are necessary to authorize this Agreement or to consummate Merger Sub of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent and Newco Merger Sub and, assuming that this Agreement the due authorization and valid execution and delivery hereof by the Company, constitutes the a legal, valid and binding agreement of the Company, constitutes the legal, valid and binding agreement of each obligation of Parent and Newco, Merger Sub enforceable against each of them Parent and Merger Sub in accordance with its terms, except that such as the enforceability thereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws now or hereafter in effect relating to the enforcement of creditors’ ' rights generally, generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).