Common use of Authority; Validity of Agreements Clause in Contracts

Authority; Validity of Agreements. Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Purchaser and all other requisite corporate action on the part of Purchaser and, except for the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (including the Financing). The Board of Directors of Purchaser has approved the amendment to Purchaser’s Restated Certificate of Incorporation, which amendment is attached hereto as Exhibit 3.4, subject to the approval by Purchaser’s stockholders at the Special Meeting (as defined in Section 4.16(a)). The affirmative vote of the holders of a majority of the total number of votes of Purchaser Common Stock and Purchaser Voting Preferred Stock (as defined in Section 3.4(a) below), voting together as a single class, present or represented by proxy at the Special Meeting is required for Purchaser’s stockholders to approve the issuance of Purchaser Common Stock pursuant to this Agreement. This Agreement, the Stockholder Agreement and the Registration Rights Agreement have been, and the Transition Services Agreement will be, duly and validly executed and delivered by Purchaser and, subject to the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, assuming the due authorization, execution and delivery thereof by Seller, this Agreement, the Stockholder Agreement and the Registration Rights Agreement constitute, and the Transition Services Agreement will constitute, legally valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

Authority; Validity of Agreements. Purchaser Seller has all necessary corporate power and authority to execute and deliver (i) this Agreement, (ii) the Stockholder Agreement, of even date herewith, between Purchaser, Seller and certain individual Xxxxx family members (the “Stockholder Agreement”), (iii) the Registration Rights Agreement, of even date herewith, between Purchaser and Seller (the “Registration Rights Agreement”) and (iv) the Transition Services Agreement, to be entered into between Purchaser and Seller at the Closing (the “Transition Services Agreement” and together with the Stockholder Agreement and each of the Registration Rights Agreement, the “Ancillary Agreements Agreements”), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Purchaser Seller and all other requisite corporate action on the part of Purchaser and, except for the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, Seller and no other corporate proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (including thereby. No action by the Financing). The Board stockholders of Directors of Purchaser has approved Seller is necessary to authorize this Agreement and the amendment Ancillary Agreements or to Purchaser’s Restated Certificate of Incorporation, which amendment is attached hereto as Exhibit 3.4, subject to consummate the approval by Purchaser’s stockholders at the Special Meeting (as defined in Section 4.16(a)). The affirmative vote of the holders of a majority of the total number of votes of Purchaser Common Stock transactions contemplated hereby and Purchaser Voting Preferred Stock (as defined in Section 3.4(a) below), voting together as a single class, present or represented by proxy at the Special Meeting is required for Purchaser’s stockholders to approve the issuance of Purchaser Common Stock pursuant to this Agreementthereby. This Agreement, the Stockholder Agreement and the Registration Rights Agreement have been, and the Transition Services Agreement will be, duly and validly executed and delivered by Purchaser Seller and, subject to the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, assuming the due authorization, execution and delivery thereof by SellerPurchaser, this Agreement, the Stockholder Agreement and the Registration Rights Agreement constitute, and the Transition Services Agreement will constitute, legally valid and binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

Authority; Validity of Agreements. Purchaser Seller has all necessary corporate full requisite limited liability company power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Purchaser and all other requisite corporate action on the part of Purchaser and, except Except for the member approval by Purchaser’s stockholders Seller, the execution, delivery and performance by Seller of the issuance of Purchaser Common Stock pursuant to this Agreement, no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (including the Financing). The Board of Directors of Purchaser has approved the amendment to Purchaser’s Restated Certificate of Incorporation, which amendment it is attached hereto as Exhibit 3.4, subject to the approval by Purchaser’s stockholders at the Special Meeting (as defined in Section 4.16(a)). The affirmative vote of the holders of a majority of the total number of votes of Purchaser Common Stock and Purchaser Voting Preferred Stock (as defined in Section 3.4(a) below), voting together as a single class, present or represented by proxy at the Special Meeting is required for Purchaser’s stockholders to approve the issuance of Purchaser Common Stock pursuant to this Agreement. This Agreement, the Stockholder Agreement and the Registration Rights Agreement party have been, and the Transition Services consummation by the Applicable Seller Entities of the Transactions has been, duly and validly authorized and approved by all necessary corporate, partnership, limited partnership, limited liability company or other action of the Applicable Seller Entities, and no further approval by the Applicable Seller Entities or other proceedings on the part of the Applicable Seller Entities are necessary to authorize this Agreement, to perform their obligations hereunder and to consummate the Transactions. This Agreement and the Ancillary Agreements to which it is a party have been, or will bebe as of Closing in the case of the Ancillary Agreements, duly and validly executed and delivered by Purchaser andSeller, subject to the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, and (assuming the due authorization, execution and delivery thereof by Sellerthe other parties hereto) this Agreement constitutes, this Agreementor with respect to the Ancillary Agreements to which it is a party, the Stockholder Agreement and the Registration Rights Agreement constitute, and the Transition Services Agreement will constitute, legally a valid and binding obligations obligation of Purchaser, Seller enforceable against Purchaser it in accordance with their its terms, except as that (a) the enforceability hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally generally, including the effect of statutory or other Laws regarding fraudulent conveyances and preferential transfers and (b) the availability of equitable remedies may be limited by equitable principles of general applicability, whether such enforceability is considered in a proceeding at law or in equity. As of Closing, the Quellos Operating Agreement Amendments shall have been duly and validly executed and delivered by Seller and, to the Knowledge of Seller, by each party thereto, and will constitute, a valid and binding obligation of Seller and, to the Knowledge of Seller, of each of the parties thereto enforceable against it in accordance with its terms, except that (a) the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium or other similar Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally, including the effect of statutory or other Laws regarding fraudulent conveyances and preferential transfers and (b) the availability of equitable principlesremedies may be limited by equitable principles of general applicability, whether such enforceability is considered in a proceeding at law or in equity.

Authority; Validity of Agreements. Purchaser Seller has all necessary corporate power and authority to execute and deliver (i) this Agreement, (ii) the Stockholder Agreement, of even date herewith, between Purchaser, Seller and certain individual Xxxxx family members (the “Stockholder Agreement”), (iii) the Registration Rights Agreement, of even date herewith, between Purchaser and Seller (the “Registration Rights Agreement”) and (iv) the Transition Services Agreement, to be entered into between Purchaser and Seller at the Closing (the «Transition Services Agreement« and together with the Stockholder Agreement and each of the Registration Rights Agreement, the “Ancillary Agreements Agreements”), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Purchaser Seller and all other requisite corporate action on the part of Purchaser and, except for the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, Seller and no other corporate proceedings on the part of Purchaser Seller are necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (including thereby. No action by the Financing). The Board stockholders of Directors of Purchaser has approved Seller is necessary to authorize this Agreement and the amendment Ancillary Agreements or to Purchaser’s Restated Certificate of Incorporation, which amendment is attached hereto as Exhibit 3.4, subject to consummate the approval by Purchaser’s stockholders at the Special Meeting (as defined in Section 4.16(a)). The affirmative vote of the holders of a majority of the total number of votes of Purchaser Common Stock transactions contemplated hereby and Purchaser Voting Preferred Stock (as defined in Section 3.4(a) below), voting together as a single class, present or represented by proxy at the Special Meeting is required for Purchaser’s stockholders to approve the issuance of Purchaser Common Stock pursuant to this Agreementthereby. This Agreement, the Stockholder Agreement and the Registration Rights Agreement have been, and the Transition Services Agreement will be, duly and validly executed and delivered by Purchaser Seller and, subject to the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, assuming the due authorization, execution and delivery thereof by SellerPurchaser, this Agreement, the Stockholder Agreement and the Registration Rights Agreement constitute, and the Transition Services Agreement will constitute, legally valid and binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

Authority; Validity of Agreements. Purchaser (a) Seller has the requisite limited liability company power and authority to execute and deliver this Agreement and Seller has the requisite limited liability company power and authority to execute and deliver each Ancillary Agreement to which it is or is specified to be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Seller of this Agreement, each of the Ancillary Agreements to which it is specified to be a party, and the consummation by Seller of the Transactions, has been duly and validly authorized and approved by all necessary corporate limited liability company action of Seller, including any necessary approval or consent of its shareholders, members, partners or other equity owners. Assuming that this Agreement and each of the Ancillary Agreements to which Seller is or was specified to be a party is a valid and binding obligation of Purchaser and each other party thereto, this Agreement and such Ancillary Agreements constitute a valid and binding obligation of Seller, enforceable in accordance with its terms, except as limited by the Enforceability Exception. (b) Each Specified Individual has full right and all requisite power and authority to execute and deliver this Agreement and each Specified Individual has all requisite power and authority to execute and deliver each Ancillary Agreement to which such Specified Individual is or is specified to be a party, to perform such Specified Individual’s obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by each Specified Individual of this Agreement, each of the Ancillary Agreements to which such Specified Individual is specified to be a party, and to consummate the transactions contemplated hereby consummation by such Specified Individual of the Transactions, has been duly and therebyvalidly authorized and approved. The execution and delivery of Assuming that this Agreement and each of the Ancillary Agreements to which any Specified Individual is or was specified to be a party is a valid and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors binding obligation of Purchaser and all each other requisite corporate action on the part of Purchaser andparty thereto, except for the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the such Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (including the Financing). The Board of Directors of Purchaser has approved the amendment to Purchaser’s Restated Certificate of Incorporation, which amendment is attached hereto as Exhibit 3.4, subject to the approval by Purchaser’s stockholders at the Special Meeting (as defined in Section 4.16(a)). The affirmative vote of the holders of constitute a majority of the total number of votes of Purchaser Common Stock and Purchaser Voting Preferred Stock (as defined in Section 3.4(a) below), voting together as a single class, present or represented by proxy at the Special Meeting is required for Purchaser’s stockholders to approve the issuance of Purchaser Common Stock pursuant to this Agreement. This Agreement, the Stockholder Agreement and the Registration Rights Agreement have been, and the Transition Services Agreement will be, duly and validly executed and delivered by Purchaser and, subject to the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, assuming the due authorization, execution and delivery thereof by Seller, this Agreement, the Stockholder Agreement and the Registration Rights Agreement constitute, and the Transition Services Agreement will constitute, legally valid and binding obligations obligation of Purchaser, enforceable against Purchaser in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.each Specified

Authority; Validity of Agreements. Purchaser Each of Seller Parent, Seller and the Company has all necessary full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements Agreement to which it is or is specified to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance by Seller Parent, Seller and the Company of this Agreement and each of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Purchaser and all other requisite corporate action on the part of Purchaser and, except for the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement, no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (including the Financing). The Board of Directors of Purchaser has approved the amendment to Purchaser’s Restated Certificate of Incorporation, which amendment is attached hereto as Exhibit 3.4, subject to the approval by Purchaser’s stockholders at the Special Meeting (as defined in Section 4.16(a)). The affirmative vote of the holders of a majority of the total number of votes of Purchaser Common Stock and Purchaser Voting Preferred Stock (as defined in Section 3.4(a) below), voting together as a single class, present or represented by proxy at the Special Meeting is required for Purchaser’s stockholders to approve the issuance of Purchaser Common Stock pursuant to this Agreement. This Agreement, the Stockholder Agreement and the Registration Rights Agreement have been, and the Transition Services consummation by Seller Parent, Seller and the Company of the Transactions has been, duly and validly authorized and approved by all necessary corporate action of Seller Parent, Seller and the Company, including any necessary approval or consent of its or their stockholders or other equity owners. This Agreement and any Ancillary Agreement executed and delivered on or prior to the date hereof has been, and upon its execution prior to or at the Closing each of the other Ancillary Agreements will be, duly and validly executed and delivered by Purchaser andSeller Parent, subject to Seller and the approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this AgreementCompany, and (assuming the due authorization, execution and delivery thereof by SellerBuyers and any other party (other than Seller Parent, Seller or the Company) hereto and thereto) this Agreement, the Stockholder Agreement and each Ancillary Agreement executed and delivered on or prior to the Registration Rights Agreement constitutedate hereof constitutes, and upon its execution prior to or at the Transition Services Closing each other Ancillary Agreement will constitute, legally a valid and binding obligations obligation of PurchaserSeller Parent, Seller and the Company enforceable against Purchaser each in accordance with their its terms, except as (a) the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors’ rights generally or and (b) the availability of equitable remedies may be limited by equitable principles of general equitable principlesapplicability.