Common use of Authorization and Enforceability Clause in Contracts

Authorization and Enforceability. Each of LeukoSite and Merger Sub has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of LeukoSite and Merger Sub and constitutes a legal, valid, and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated hereby.

Authorization and Enforceability. Each of LeukoSite and Merger Sub The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into this the Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger and therebythis Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by each of LeukoSite and Merger Sub the Company and constitutes a legal, valid, and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSitethe Company, enforceable in accordance with its terms, terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this AgreementOn or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Merger or any Stockholders' Representatives, shall constitute the valid and binding obligation of the transactions contemplated hereby Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or thereby other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (including i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the issuance availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger Shares)would be sufficient to constitute the required stockholder approval thereof pursuant to, except that LeukoSite requires approval from a majority and in accordance with, the terms of the outstanding shares Company's Certificate of LeukoSite Common Stock present Incorporation, the Company's by-laws and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyDGCL.

Authorization and Enforceability. Each of LeukoSite and Merger Sub Seller Party that is not an individual has all requisite corporate company power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and each of the other Transaction Documents to which such Seller Party is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each such Seller Party of each of the Transaction Documents to which such Seller Party is or will, pursuant to the terms of this Agreement, become a party has been or will be (as applicable) duly authorized by all necessary action on the part of such Seller Party and its direct and/or indirect equity owners, and no other proceedings or actions on the part of any such Seller Party or any direct and/or indirect equity owners of any such Seller Party are necessary to authorize the execution, delivery and performance by such Seller Party of this Agreement and the other Transaction Documents. Controlling Owner has all necessary capacity to execute and deliver this Agreement and each of the other Transaction Documents to which Controlling Owner is or will be a party and to consummate the transactions contemplated hereby and thereby. This Agreement has and the other Transaction Documents to which each Seller Party is or will, pursuant to the terms of this Agreement, become a party have been or will be (as applicable) duly and validly executed and delivered by each of LeukoSite such Seller Party and, assuming due authorization, execution and Merger Sub and constitutes a delivery by the other parties thereto (other than other Seller Parties), constitute legal, valid, valid and binding obligation obligations of each of themsuch Seller Party, enforceable against each of them such Seller Party in accordance with its their respective terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, moratorium or other similar laws or rules of law Laws affecting creditors' ’ rights and remedies generallygenerally and subject, and as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated hereby.

Authorization and Enforceability. Each of LeukoSite and Merger Sub the Seller Parties has all requisite full corporate power and authority (including due approval of its Board of Directors) to enter into execute, deliver and perform this Agreement and all other agreements and instruments to consummate be executed by them in connection herewith (such other agreements and instruments being hereinafter referred to collectively as the transactions contemplated hereby "Transaction Documents"). The execution, delivery and therebyperformance by each of the Seller Parties of this Agreement and the Transaction Documents to which such Seller Party is a party have been duly authorized by all necessary corporate action on the part of each of them. This Agreement has been duly executed and delivered by each of LeukoSite the Seller Parties, and Merger Sub as of the Closing Date the other Transaction Documents will be duly executed and constitutes delivered by the Seller Parties. This Agreement is a legal, valid, valid and binding obligation of each of themSeller Party, enforceable against each of them in accordance with its terms, terms except as such enforceability may be subject limited by applicable laws relating to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, reorganization or other similar laws or rules of law affecting creditors' rights generally and remedies generally, and to general principles of equity. On or prior except to the Closingextent that injunctive or other equitable relief is within the discretion of a court. As of the Closing Date, each of the Escrow Agreement other Transaction Documents to which each of the Seller Parties is a party will be duly executed and delivered by LeukoSite, each of the Seller Parties and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall will constitute the legal, valid and binding obligation obligations of LeukoSiteeach of the Seller Parties, enforceable against them in accordance with its respective terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium and other laws of general application reorganization or affecting enforcement of creditors' rights generally and as limited also by laws relating except to the availability of specific performance, extent that injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, relief is within the Escrow Agreement, the Merger or any discretion of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebycourt.

Authorization and Enforceability. (a) Each of LeukoSite Parent and Merger Sub has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby (including the Merger) and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder, and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate or limited liability company action on the part of Parent and Merger Sub and no additional corporate or limited liability company actions or proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger). This Agreement has been duly executed and delivered by each of LeukoSite Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid, valid and binding obligation of each of themParent and Merger Sub, enforceable against each of them in accordance with its terms, except as that such enforceability (i) may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors' rights generally and as limited also by laws or relating to the availability creditors’ rights generally, and (ii) is subject to general principles of specific performanceequity. (b) At a meeting duly called and held on May 7, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement2013, the Escrow AgreementParent Board unanimously (i) determined that this Agreement is advisable, the Merger or any of (ii) determined that this Agreement and the transactions contemplated hereby or thereby (including the issuance Merger) are fair to and in the best interests of the shareholders of Parent, and (iii) approved this Agreement and the transactions contemplated hereby (including the Merger). Pursuant to action taken by written consent on May 7, 2013, the board of directors of Merger SharesSub unanimously adopted resolutions (A) determining that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to and in the best interests of the sole shareholder of Merger Sub, (B) adopting this Agreement and approving the transactions contemplated hereby (including the Merger), except all upon the terms and subject to the conditions set forth herein, (C) resolving to submit this Agreement to the sole shareholder of Merger Sub for approval in accordance with the WBCA and (D) recommending that LeukoSite requires approval from a majority the sole shareholder of Merger Sub approve this Agreement and the transactions contemplated hereby (including the Merger). As of the outstanding shares date hereof, neither the Parent Board nor the board of LeukoSite Common Stock present directors of Merger Sub has rescinded or modified in any way the foregoing determinations, actions and entitled to vote resolutions. (c) Neither Parent nor Merger Sub is, nor at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to time during the Merger to convert into shares of LeukoSite Common Stock. None last five (5) years has it been, an “acquiring person” of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Company as defined in Section 262 23B.19 of the DGCL WBCA (other than as contemplated by reason of the consummation of the Merger or the other transactions contemplated herebythis Agreement).

Authorization and Enforceability. Except as otherwise set forth in the SPAR Disclosure Letter: (a) Each of LeukoSite SPAR Party has the corporate power, authority and Merger Sub has all requisite corporate power legal right to execute, deliver and authority perform (including due approval of its Board of Directorsi) the SPAR Reorganization Agreement, (ii) this Agreement, and (iii) to enter into the extent a party thereto (A) the Business Manager Agreement to be delivered pursuant to Section 6.01(f)(i) hereof, (B) the Trademark License Agreements to be delivered pursuant to Section 6.01(f)(ii) hereof, (C) the Limited Indemnification Agreement and the Indemnity Escrow Agreement to be delivered pursuant to Section 6.01(g) hereof, and (D) the releases from SPAR Principals to be delivered pursuant to Section 6.03(g) (together with the SPAR Reorganization Agreement and this Agreement, each a "Merger Document" and collectively the "Merger Documents"). The execution, delivery and performance of the SPAR Reorganization Agreement, this Agreement and the other Merger Documents by each SPAR Party (to consummate the transactions contemplated hereby and thereby. This Agreement has extent it is a party thereto) have been duly executed authorized by all necessary corporate action and delivered by each of LeukoSite and Merger Sub and constitutes a legal, valid, and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as enforceability may be subject to no further corporate action on the effect part of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, SPAR Party is necessary to authorize the SPAR Premerger Agreements to which it is a party or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow this Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any other Merger Document to which it is a party or the performance of the transactions contemplated hereby or thereby . (including b) The SPAR Premerger Agreements and this Agreement (i) have been duly executed and delivered on behalf of each SPAR Party (to the issuance extent it is a party thereto) and (ii) constitute legal, valid and binding obligations of the Merger Shares)such SPAR Party, enforceable in accordance with their respective terms, except that LeukoSite requires approval from a majority as may be limited by (A) applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization or other laws affecting any rights, powers, privileges, remedies and interests of creditors generally, (B) rules or principles of equity or public policy affecting the outstanding shares enforcement of LeukoSite Common Stock present and entitled obligations generally, whether at law, in equity or otherwise, including (without limitation) those pertaining to vote materiality, reasonableness, unconscionability, impossibility of performance, redemption or other cure, surety rights or defenses, waiver, latches, estoppel, or judicial deference, or (C) discretionary powers of any court or other authority before which may be brought any proceeding seeking equitable or other remedies, in each case whether at a stockholders' meeting law, in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to equity or otherwise (the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated hereby"Bankruptcy Exceptions").

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and subject to obtaining the Requisite Company Shareholder Approval, to consummate the transactions contemplated hereby (including the Merger) and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company other than, in the case of the consummation of the Merger, obtaining the Requisite Company Shareholder Approval, and no additional corporate actions or proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of LeukoSite the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub and Sub, constitutes a legal, valid, valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms, except as that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of or relating to creditors' ’ rights generally and as limited also by laws relating is subject to the availability general principles of specific performanceequity. (b) At a meeting duly called and held on May 6, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement2013, the Escrow Agreement, the Merger or any of Company Board unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby or thereby (including the issuance Merger) are advisable, fair to, and in the best interests of, the Company and its shareholders, (ii) adopting this Agreement and approving the transactions contemplated hereby (including the Merger), (iii) resolving to submit this Agreement to the shareholders of the Company for approval in accordance with the WBCA (the “Merger Shares)Proposal”) and (iv) recommending that the shareholders of the Company approve the Merger Proposal at the Company Shareholder Meeting. As of the date hereof, except the Company Board has not rescinded or modified in any way the foregoing resolutions. (c) Assuming that LeukoSite requires approval from the representations of Parent and Merger Sub set forth in Section 3.12 are accurate, the affirmative vote of the holders of a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Company Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation , voting together as a class, in favor of the Merger Proposal (the “Requisite Company Shareholder Approval”), is the only vote of the holders of any class or series of Company Capital Stock necessary (under applicable Law or otherwise) to approve and adopt this Agreement and consummate the Merger. (d) Assuming that the representations of Parent and Merger Sub set forth in Section 3.12 are accurate, the Company Board has taken all necessary actions so that the restrictions on significant business transactions set forth in Chapter 23B.19 of the WBCA are not applicable to this Agreement, the transactions contemplated hereby (including the Merger), or the Voting Agreements and the transactions contemplated thereby. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Law (such Law, including Section 23B.19 of the WBCA, “Takeover Law”) applies to this Agreement, the Voting Agreements or any of the other transactions contemplated herebyhereby (including the Merger) or thereby. (e) As of the date hereof, neither the Company nor any of its Subsidiaries has terminated, amended or waived any rights under (or failed to enforce by seeking an injunction or by seeking to specifically enforce the terms of) any “standstill” or other similar agreement between the Company or any of its Subsidiaries and any other Person.

Authorization and Enforceability. Each of LeukoSite and Merger Sub Seller Party has all the requisite corporate or limited liability company power and authority (to conduct its business as it is now being conducted and as proposed to be conducted and to execute, deliver and carry out the terms of this Agreement, together with all documents and agreements necessary to give effect to the provisions of this Agreement, including due approval of its Board of Directors) to enter into this Agreement the Lease, and to consummate the transactions contemplated hereby and thereby. This All corporate or limited liability company actions required to be taken by each Seller Party (including, without limitation, all necessary actions by the board of directors and shareholders of such Seller Party) to authorize the execution, delivery and performance of this Agreement has as well as all documents, agreements and instruments executed by such Seller Party which are necessary to give effect to this Agreement (collectively, the "Seller Party Instruments") and all transactions contemplated hereby and thereby, have been duly executed and properly taken or obtained in accordance and compliance with, as applicable, such Seller Party's Governing Documents. Each Seller Party has heretofore delivered by each to the Purchaser Parties true, correct and complete copies of LeukoSite such Seller Party's Governing Documents. No other action on the part of any Seller Party is necessary to authorize the execution, delivery and Merger Sub performance of this Agreement, the Seller Party Instruments and constitutes all transactions contemplated hereby and thereby. This Agreement, the Seller Party Instruments and all agreements to which any Seller Party will become a legalparty hereunder, validincluding the Lease, are and will constitute the valid and legally binding obligations of such Seller Party, and binding obligation of each of them, are and will be enforceable against each of them such Seller Party in accordance with its termsthe respective terms hereof or thereof, except as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency or other similar laws affecting creditors' rights generally and except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to limited by general principles of equity. On equity (regardless of whether considered in a proceeding in equity or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Sharesat law), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated hereby.

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and and, subject in the case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and therebyto perform its covenants and other obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the performance by the Company of its covenants or other obligations hereunder, or the consummation of the transactions contemplated hereby (including the Merger), other than, in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly executed and delivered by each of LeukoSite the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub and Sub, constitutes a legal, valid, valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms, except as that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and as limited also by laws relating general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the availability execution of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Company Board unanimously (as among the members of the Company Board present) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved the execution and delivery of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby, (v) directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Assuming that the representations of Parent and Merger Sub set forth in Section 4.5 are true and correct, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Takeover Statutes will not be applicable to this Agreement, the Voting Agreement, the Merger or the transactions contemplated by this Agreement or the Voting Table of Contents Agreement. Other than Section 203 of the DGCL, no other Takeover Statute, or any comparable anti-takeover provision of the Charter, the Bylaws or any comparable governing documents of any of the Company’s Subsidiaries, applies to this Agreement, the Voting Agreement, the Merger or the transactions contemplated hereby by this Agreement or thereby the Voting Agreement. (including e) The Company Board has received the issuance written opinion (or an oral opinion confirmed in writing) of its financial advisor, Xxxxxx Xxxxxxx & Co. LLC, substantially to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration to be received by the holders of Common Stock (other than Excluded Shares)) in the Merger pursuant to this Agreement is fair, except that LeukoSite requires approval from a financial point of view, to such holders. As of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. Promptly after the execution and delivery of this Agreement, the Company will deliver a copy of such opinion to Parent for informational purposes only. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding shares of LeukoSite Common Stock present and Shares entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred the holders of Company Common Stock issued pursuant called to consider the Merger to convert into shares of LeukoSite Common Stock. None (the “Requisite Stockholder Approval”) is the only vote of the stockholders holders of LeukoSite any class or Merger Sub will have any appraisal rights series of Company Common Stock necessary (under Section 262 of Applicable Law, the DGCL by reason of Charter, the consummation of Bylaws or otherwise) to consummate the Merger or and the other transactions contemplated herebyby this Agreement.

Authorization and Enforceability. Each of LeukoSite and Merger Sub Seller has all requisite the corporate power and authority (including due approval of its Board of Directors) to enter into execute, deliver and perform under this Agreement and to consummate effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby. The execution, delivery and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and therebythereby have been, and the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. This Agreement has been duly and, when executed and delivered by each of LeukoSite and Merger Sub and constitutes a legal, valid, and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to at the Closing, the Escrow other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreementother Acquisition Documents to which it is a party by Buyer, when duly executed and delivered by LeukoSite, shall will constitute the legal, valid and binding obligation agreements of LeukoSiteSeller or such Transferring Subsidiary, enforceable against it in accordance with its their respective terms, except as limited by subject to any applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of now or hereafter in effect relating to creditors' ’ rights generally and as limited also by laws relating or to the availability general principles of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyequity.

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) or Section 253 of the DGCL, and assuming the accuracy of Parent’s and Merger Sub’s representation and warranty set forth in Section 4.6, to consummate the transactions contemplated hereby and to perform its obligations hereunder. (b) The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) or Section 253 of the DGCL, and assuming the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 4.2 and Section 4.6, contemplated hereby (including the Offer and the Merger). (c) The affirmative vote of the holders of a majority of the outstanding Company Shares is the only vote of the holders of any class or series of Company Capital Stock that, absent Section 251(h) of the DGCL, would have been necessary under applicable Law and the Company’s certificate of incorporation and bylaws to adopt, approve or authorize this Agreement and consummate the Merger and other transactions contemplated hereby in their capacity as stockholders of the Company. (d) At a meeting duly called and held prior to the execution of this Agreement, the Company Board has, upon the terms and subject to the conditions set forth herein, (i) unanimously determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are fair to, and in the best interests of the Company and the Company Stockholders, (iii) unanimously resolved that this Agreement and the Merger be governed by Section 251(h) of the DGCL and that, assuming the accuracy of Parent’s and Merger Sub’s representation and warranty set forth in Section 4.6, the Merger shall be consummated as soon as practicable following the Acceptance Time and that the transactions contemplated hereby (including the Offer and the Merger) as well as the Support Agreements and the transactions contemplated thereby, are not subject to the provisions of, or any restrictions under, the provisions of Section 203 of the DGCL, and (iv) unanimously resolved to recommend that the Company Stockholders accept the Offer, and tender their Company Shares to Merger Sub pursuant to the Offer (the “Company Board Recommendation”). Prior to making the determinations and effecting the approvals set forth in this Section 3.2(d), the Company has received the opinion of Qatalyst Partners LP to the effect that, based upon and subject to the various qualifications and assumptions set forth therein, on the date of such opinion, the consideration to be paid to the holders of the Company Shares (other than Parent or any of its Affiliates) pursuant to the Agreement is fair, from a financial point of view, to such holders. (e) Assuming that the representations of Parent and Merger Sub set forth in Section 4.6 are accurate, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar applicable anti-takeover Law are not applicable to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) or the Support Agreements or the transactions contemplated thereby. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger, the Support Agreements or the transactions contemplated hereby or thereby and no “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s certificate of incorporation and bylaws is applicable to the Company Shares, the Merger or the other transactions contemplated by this Agreement. (f) At a meeting duly called and held at which all members of the Compensation Committee of the Company Board (the “Compensation Committee”) were present, the Compensation Committee (i) duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) promulgated under the Exchange Act, (A) each Company Stock Plan, (B) the treatment of Company Options and Company RSUs in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Employee Plan, (C) the terms of Section 6.9, and (D) each other Employee Plan that under the terms of this Agreement is required to be set forth in Section 3.17(a) of the Company Disclosure Schedule which resolutions have not been rescinded, modified or withdrawn in any way, and (ii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) promulgated under the Exchange Act with respect to the foregoing arrangements. Each member of the Compensation Committee is an “independent director” within the meaning of the requirements of Rule 14d-10(d) promulgated under the Exchange Act. (g) This Agreement has been duly executed and delivered by each of LeukoSite the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub and Sub, constitutes a legal, valid, valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms, except as that such enforceability (i) may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of or relating to creditors' ’ rights generally and as limited also by laws relating (ii) is subject to the availability general principles of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyequity.

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and and, subject in the case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), other than in the case of the Merger obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly executed and delivered by each of LeukoSite the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub and Sub, constitutes a legal, valid, valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms, except as that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and as limited also by laws relating general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the availability execution of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow AgreementCompany Board, with the unanimous recommendation of the Special Committee, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at the Company Stockholders Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation under the laws of the State of Delaware or other Applicable Law (each, a “Takeover Statute”) is applicable to Parent, the Merger or any of the other transactions contemplated hereby by this Agreement or thereby the Voting Agreements. (including e) The Company Board has received the issuance opinion of Xxxxxxxxx & Co., LLC to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Merger SharesConsideration is fair, from a financial point of view, to the holders of Company Common Stock (other than Company Common Stock owned by Parent, Merger Sub or any of their direct or indirect wholly-owned Subsidiaries), except that LeukoSite requires approval from and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Parent, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding shares of LeukoSite Common Stock present and Shares entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred the holders of Company Common Stock issued pursuant called to consider the Merger to convert into shares of LeukoSite Common Stock. None (the “Requisite Stockholder Approval”) is the only vote of the stockholders holders of LeukoSite Company Common Stock necessary (under Applicable Law, the Company’s organizational documents or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of otherwise) to consummate the Merger or and the other transactions contemplated herebyby this Agreement.

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and and, subject in the case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), other than, in the case of the Merger, obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly executed and delivered by each of LeukoSite the Company and, assuming the due authorization, execution and delivery by Newco and Merger Sub and Sub, constitutes a legal, valid, valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms, except as that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and as limited also by laws relating general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the availability execution of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of Company Board unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby or thereby (hereby, including the issuance Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and Merger Consideration, are fair to and in the best interests of the Merger Shares)Company and its stockholders, except that LeukoSite requires approval from a majority (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the outstanding shares representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of LeukoSite Common Stock present the DGCL will not apply with respect to or as a result of the Merger, this Agreement and entitled the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under the Company at the Company Stockholders Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 262 203 of the DGCL by reason DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the consummation of the Merger or the other transactions contemplated hereby. (e) The Company Board has received an oral opinion of Qatalyst Partners LP (subsequently confirmed in writing) to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received under this Agreement by the holders of Company Common Stock (other than Parent or any Affiliate of Parent) is fair, from a financial point of view, to such holders, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Newco, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Common Stock necessary (under Applicable Law, the Company’s governing documents or otherwise) to consummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. Each (a) The execution and delivery of LeukoSite and Merger Sub has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into this Agreement and the Other Transaction Documents to consummate which Bxxxx is a party and the transactions contemplated hereby performance by Bxxxx of its obligations hereunder and therebythereunder have been duly authorized by Buyer and no other corporate proceedings on the part of Buyer (including, without limitation, any shareholder vote or approval) are necessary to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which Buyer is a party or the consummation of the Contemplated Transactions that are required to be performed by Bxxxx. This Agreement has been is, and each of the Other Transaction Documents to be executed and delivered at the Closing by Bxxxx will be at the Closing, duly authorized, executed and delivered by each Buyer and constitute, or as of LeukoSite the Closing will constitute, valid and Merger Sub and constitutes a legal, valid, and legally binding obligation agreements of each of them, Buyer enforceable against each of them Buyer in accordance with its their terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, reorganization and other Laws of general applicability relating to or other similar laws or rules of law affecting creditors' ’ rights and remedies generally, and to general principles equity principles. (b) The shares of equity. On or prior Buyer Common Stock and Buyer Preferred Stock to the Closing, the Escrow Agreement will be duly executed issued and delivered by LeukoSite, and Buyer in the Escrow AgreementShare Issuance (i) have been duly authorized and, when duly executed issued, will be validly issued, fully paid and delivered by LeukoSitenonassessable and issued in compliance with applicable securities Laws or exemptions therefrom and (ii) when issued, shall constitute the valid and binding obligation will not be subject to any Liens or right of LeukoSitefirst refusal, enforceable in accordance right of first offer, proxy, voting agreement, voting trust, registration rights agreement or shareholders or members agreement with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and as limited also by laws relating respect to the availability purchase, repurchase, sale or voting of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding such shares of LeukoSite Buyer Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Buyer Preferred Stock issued pursuant to (except for the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyShareholder Agreement).

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and and, subject in the case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), other than in the case of the Merger obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly executed and delivered by each of LeukoSite the Company and, assuming the due authorization, execution and delivery by Newco and Merger Sub and Sub, constitutes a legal, valid, valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms, except as that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and as limited also by laws relating general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the availability execution of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow AgreementCompany Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law, which resolutions, as of the date hereof, have not been subsequently withdrawn or modified. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated hereby. (e) The Company Board has received the opinion of Qatalyst Partners LP to the effect that, as of the date of such opinion and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration to be received by the holders of shares of Company Common Stock, other than Newco or any Affiliates of Newco, pursuant to this Agreement is fair, from a financial point of view, to such holders. As of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A written copy of such opinion will be provided to Newco promptly following receipt by the Company. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Common Stock necessary (under Applicable Law or otherwise) to approve this Agreement and consummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and and, subject in the case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), subject to, in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly executed and delivered by each of LeukoSite the Company and, assuming the due authorization, execution and delivery by Newco and Merger Sub and Sub, constitutes a legal, valid, valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms, except as that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting or relating to the enforcement of creditors' ’ rights generally and as limited also by laws relating general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held, at which all directors of the Company were present, prior to the availability execution of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow AgreementCompany Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at the Company Stockholder Meeting and (vi) resolved to recommend that the Company Stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated hereby. (e) The Company Board has received the opinion of Xxxxxxx Sachs & Co. LLC to the effect that, as of the date of such opinion and based upon and subject to the qualifications, assumptions and limitations set forth therein, the Merger Consideration to be paid to the holders of Company Common Stock (other than Newco and its affiliates) pursuant to this Agreement is fair from a financial point of view, to such holders. A signed, true and complete copy of such opinion has been provided, or will promptly be provided, to Newco solely for informational purposes following receipt thereof by the Company Board. As of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company capital stock necessary (under Applicable Law or otherwise) to consummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and and, subject in the case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), other than in the case of the Merger obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly executed and delivered by each of LeukoSite the Company and, assuming the due authorization, execution and delivery by Newco and Merger Sub and Sub, constitutes a legal, valid, valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms, except as that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and as limited also by laws relating general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the availability execution of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of Company Board unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby or thereby (hereby, including the issuance Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and Merger Consideration, are fair to and in the best interests of the Merger Shares)Company and its stockholders, except that LeukoSite requires approval from a majority (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the outstanding shares representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of LeukoSite Common Stock present the DGCL will not apply with respect to or as a result of the Merger, this Agreement and entitled the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under the Company at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 262 203 of the DGCL by reason DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the consummation of the Merger or the other transactions contemplated hereby. (e) The Company Board has received the written opinion of Xxxxxx Xxxxxxx & Co. LLC to the effect that, as of the date of such opinion, the Merger Consideration is fair to the holders of Company Common Stock from a financial point of view, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Newco, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the

Authorization and Enforceability. Each of LeukoSite and Merger Sub Purchaser has all the requisite corporate power and authority (including due to execute, deliver and perform this Agreement and will have the requisite corporate power and authority to execute, deliver and perform the Purchaser Transaction Documents as of the Closing Date. The execution, delivery and performance of this Agreement by Purchaser has been and, as of the Closing Date the Purchaser Transaction Documents will be, duly authorized by all necessary action on the part of Purchaser, including, if necessary, approval of its Board of Directors) to enter into this Agreement and to consummate the transactions contemplated hereby and therebyshareholders. This Agreement has been been, and as of the Closing Date the other Purchaser Transaction Documents will be, duly executed and delivered by each of LeukoSite Purchaser. This Agreement is, assuming due and Merger Sub valid authorization, execution and constitutes delivery hereof by Seller, a legal, valid, valid and binding obligation of each of themPurchaser, enforceable against each of them Purchaser in accordance with its terms, except as to the extent that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Laws affecting the enforcement of creditors' creditors rights generally and as limited also by laws relating general equitable principles. As of the Closing Date, the Purchaser Transaction Documents will be, assuming due and valid authorization, execution and delivery hereof by Seller, the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except to the availability extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of specific performance, injunctive relief or other creditors rights generally and by general equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyprinciples.

Authorization and Enforceability. Each The execution, delivery and performance by Cargill of LeukoSite and Merger Sub has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into this Agreement and the other Transaction Documents to consummate which it is or will be a party, and the consummation of the Transactions, have been duly authorized and approved by all necessary corporate action on the part of Cargill. Subject to compliance with, or receipt of waivers of, the notice and option to purchase provisions set forth in Article IV, Section 10 of the certificate of incorporation of Cargill, or the adoption of amendments to the certificate of incorporation of Cargill to otherwise permit the transactions contemplated hereby hereby, no other corporate action or proceedings on the part of Cargill is necessary to authorize the execution, delivery and therebyperformance by Cargill of this Agreement and the other Transaction Documents to which it is or will be a party or the consummation of the Transactions. Subject to compliance with, or receipt of waivers of, the notice and option to purchase provisions set forth in Article IV, Section 10 of the certificate of incorporation of Cargill, or the adoption of amendments to the certificate of incorporation of Cargill to otherwise permit the transactions contemplated hereby, no vote or consent of the stockholders of Cargill is necessary to adopt or approve this Agreement or the other Transaction Documents or approve the Transactions under applicable Law or otherwise. This Agreement has been duly executed and delivered by Cargill, and the other Transaction Documents to which it is or will be a party has been or will be duly executed and delivered by Cargill, and assuming due authorization, execution and delivery of this Agreement and such other Transaction Documents by the other parties thereto, this Agreement and each of LeukoSite and Merger Sub and constitutes such other Transaction Documents is or will be a legal, valid, valid and binding obligation of each of themCargill, enforceable against each of them Cargill in accordance with its terms, except (i) as enforceability such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other receivership, moratorium, fraudulent transfer or similar laws of general application now or hereinafter in effect relating to or affecting enforcement of creditors' ’ rights generally and as limited also by laws relating general principles of equity, and (ii) with respect to the availability rights of specific performanceindemnification and contribution hereunder, injunctive relief where enforcement hereof may be limited by federal or other equitable remediesstate securities Laws or the policies underlying such Laws. LeukoSite does not require any approval from its stockholders in connection with this AgreementThe Board of Directors of Cargill, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to duly called and held, has approved the Merger to convert into shares of LeukoSite Common Stock. None of Transaction Documents and the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyTransactions.

Authorization and Enforceability. Each of LeukoSite Purchaser and Merger Sub has all requisite Subsidiary have full corporate power and corporate authority (including due approval of its Board of Directors) to enter into make, execute, deliver and perform this Agreement and all other agreements and instruments to consummate be executed by Purchaser and Subsidiary in connection herewith (such other agreements and instruments being hereinafter referred to collectively as the transactions contemplated hereby “Transaction Documents”), and therebythe execution, delivery and performance of this Agreement and the Transaction Documents by Purchaser and Subsidiary have been duly authorized by all necessary corporate action on the part of Purchaser and Subsidiary including shareholder approval. This Agreement has been been, and as of the Closing Date the Transaction Documents will be, duly executed and delivered by each Purchaser and Subsidiary. This Agreement is, and as of LeukoSite and Merger Sub and constitutes a the Closing Date the Transaction Documents will be, the legal, valid, valid and binding obligation obligations of each of them, Purchaser and Subsidiary enforceable against each of them Purchaser and Subsidiary in accordance with its respective terms, except as enforceability may be subject . Except with respect to the effect consents to be delivered pursuant to Section 2.5(a) hereof, no approval, authorization or consent of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require third party (including any approval from its stockholders governmental authority) is required in connection with the execution and delivery by Purchaser and Subsidiary of this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present Agreement and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions Transaction Documents contemplated hereby. 3.11 No Pending Litigation or Proceedings. There are no actions, suits, investigations or proceedings (public or private) pending against or, to the best of Seller’s knowledge, threatened against or affecting any of the Acquired Assets or that question the validity of this Agreement or any action taken or to be taken by Seller in connection with the consummation of the Transaction Documents before any court or arbitrator or Authority. There are currently no outstanding judgments, decrees, settlement agreements or orders of any court or Authority against Seller, or any Affiliate of Seller, affecting or naming Seller or which relate to or arise out of the ownership or license of the Acquired Assets.

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and and, subject in the case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), other than in the case of the Merger obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly executed and delivered by each of LeukoSite the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub and Sub, constitutes a legal, valid, valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms, except as to the extent that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and as limited also by laws relating general principles of equity. (c) At a meeting duly called and held prior to the availability execution of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby or thereby (hereby, including the issuance Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Merger Shares)Company and its stockholders, except (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) took all actions necessary so that LeukoSite requires approval from a majority the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the outstanding shares DGCL will not apply with respect to or as a result of LeukoSite Common Stock present the Merger, this Agreement and entitled the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will the Company at the Company Stockholders Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) The Company and the Company Board have any appraisal rights under taken all action necessary to exempt the Merger, this Agreement and the other transactions contemplated hereby from the restrictions on business combinations and voting requirements contained in Section 262 203 of the DGCL by reason DGCL. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Applicable Law (such Applicable Law, including Section 203 of the consummation DGCL, “Takeover Law”) applies to the Merger, this Agreement or any of the Merger or the other transactions contemplated hereby. (e) The Company Board has received the written opinion of Xxxx & Company, LLC to the effect that (subject to the assumptions, qualifications, limitations and other matters set forth therein), as of the date of this Agreement, the Merger Consideration is fair to the holders of Company Common Stock from a financial point of view, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. (f) The affirmative vote of the holders of a majority of the outstanding Shares voting to adopt this Agreement (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company capital stock necessary (under Applicable Law or otherwise) to consummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. Each of LeukoSite and Merger Sub Conopco has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and each of the Seller Ancillary Documents to which it is or is to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of the other Sellers has all requisite corporate power and authority to execute and deliver the Seller Ancillary Documents to be entered into by it at the Closing, to perform its respective obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Conopco of this Agreement and the Seller Ancillary Documents to be entered into by it at the Closing and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Conopco and, in the case of the Seller Ancillary Documents, will be authorized by all necessary corporate action on the part of the other Sellers prior to the Closing, and do not and will not require the approval of the stockholders of Parent. This Agreement has been duly executed and delivered by Conopco and constitutes, and each Seller Ancillary Document to be entered into by any of LeukoSite the Sellers will be duly executed and Merger Sub delivered at the Closing and constitutes a when so executed and delivered will constitute, the legal, valid, valid and binding obligation of each of themthe applicable Seller, enforceable against each of them it in accordance with its terms, except as such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors' rights generally and as limited also by laws relating subject to the availability general principles of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyequity.

Authorization and Enforceability. The Merger and this Agreement have been duly approved by the board of directors of Company and by all of the Company's shareholders. Each shareholder of LeukoSite and Merger Sub Company has all requisite corporate power and authority (including due approval of its Board of Directors) also agreed to enter into the Stock Acquisition Agreement, to cause any transferee of his or her Company shares also to agree to enter into the Stock Acquisition Agreement at the Closing and, if he or she is then a Company employee, to enter into a confidentiality and technology assignment agreement with Surviving Corporation substantially in the form attached to this Agreement as Exhibit B (a "Confidentiality and Assignment Agreement") at the Closing. Copies of the unanimous written consents of Company's board and shareholders and of such agreements of Company's shareholders are attached to this Agreement as Schedule 2.2. Company has taken all corporate actions necessary to authorize the execution, delivery and performance of this Agreement and the Merger. At the Effective Time, the Licensor Corporation (as defined in Section 4.4) shall have taken all corporate actions necessary to consummate authorize the transactions contemplated hereby execution, delivery and therebyperformance by it of the License Agreement. This Agreement has been duly executed and delivered by each of LeukoSite and Merger Sub and constitutes a the legal, valid, valid and binding obligation obligations of each of themCompany, enforceable against each of them Company in accordance with its terms, except as enforceability such enforcement may be subject to the effect of any applicable limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, insolvency or other similar laws or rules equitable principles relating to or limiting the rights of law affecting creditors' rights and remedies creditors generally. Each agreement referenced in items (d)-(g) of Section 5 (a "Closing Agreement"), and to general principles of equity. On or prior to at the ClosingEffective Date, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the legal, valid and binding obligation of LeukoSitethe party or parties to that agreement other than Caneum (the "Other Party" or "Other Parties"), enforceable against the Other Party or Other Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other insolvency or similar laws of general application affecting enforcement of creditors' rights generally and as limited also by laws or equitable principles relating to or limiting the availability rights of specific performancecreditors generally. The execution delivery and performance of this Agreement by Company, injunctive relief and of each Closing Agreement by the Other Party or Other Parties to that agreement will not violate or constitute a default, or a condition that, if continued, with the passage of time or notice would constitute a default, under (a) Company's or an Other Party's articles or bylaws, (b) any agreement to which Company or an Other Party is a party, or (c) any statute or law or any judgment, decree, order, regulation or rule of any court or governmental agency, authority or subunit ("Governmental Authority") to which Company or an Other Party is subject. Except for any required tax filings, the filings referred to in Section 1.2 and the actions to be take at the Closing under this Agreement, no authorization or approval of, or filing with, any governmental, regulatory or administrative body or any other equitable remedies. LeukoSite does not require any approval from its stockholders Person is required in connection with the execution, delivery and performance by Company of this Agreement, Agreement or by the Escrow Agreement, the Merger or any Other Parties of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyClosing Agreements.

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) GHIV has all requisite corporate power and authority (including due approval to execute, deliver and perform this Agreement and, upon receipt of its Board of Directors) the GHIV Stockholder Approval, to consummate the Transactions. At the Closing, GHIV will have full corporate power and authority to enter into this Agreement and perform its obligations under each other agreement, document or certificate to be executed by GHIV at the Closing and to consummate the transactions contemplated hereby Transactions. The execution, delivery and therebyperformance of this Agreement and each Ancillary Agreement in effect as of the date of this Agreement and the consummation of the Transactions have been duly and validly authorized and approved by the GHIV Board and, except for approval by the holders of a majority of the shares of GHIV Common Stock that are voted at the Special Meeting, no other proceeding on the part of GHIV is necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by GHIV and assuming due authorization and execution by each of LeukoSite and Merger Sub and other Party hereto, this Agreement constitutes a legal, valid, valid and binding obligation of each of themGHIV, enforceable against each of them GHIV in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcyBankruptcy and Equity Exceptions. Each Ancillary Agreement to be executed by GHIV at the Closing will be, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly when executed and delivered by LeukoSiteGHIV, duly and validly executed and delivered, and assuming due authorization and execution by each other Party and consummation of the Escrow AgreementClosing, when duly executed and delivered by LeukoSitewill constitute a legal, shall constitute the valid and binding obligation of LeukoSiteGHIV, enforceable against GHIV, in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and as limited also by laws relating subject to the availability Bankruptcy and Equity Exceptions. (b) Assuming a quorum is present at the Special Meeting, (i) approval of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any each of the transactions contemplated hereby or thereby (including A) Business Combination Proposal, (B) Nasdaq Proposal and (C) Incentive Plan Proposal requires the issuance affirmative vote of a majority of the Merger Shares), except that LeukoSite votes cast by GHIV Common Stockholders at the Special Meeting entitled to vote at the Special Meeting and (ii) approval of the Amendment Proposal requires approval from the affirmative vote of a majority of the outstanding shares of LeukoSite GHIV Common Stock present and entitled to vote at the Special Meeting (such approvals collectively, together with the approvals required for each other Transaction Proposal, the “GHIV Stockholder Approval”). (c) At a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant duly called and held on or prior to the Merger date hereof, the GHIV Board unanimously: (i) determined that this Agreement and the Transactions are fair to convert into shares and in the best interests of LeukoSite GHIV Common Stock. None Stockholders; (ii) determined that the fair market value of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 Company is equal to at least eighty percent (80)% of the DGCL by reason amount held in the Trust Account (excluding any deferred underwriting commissions and Taxes payable on interest earned on the Trust Account) as of the date of this Agreement; (iii) approved the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is or will be a party and the consummation of the Merger or Transactions; (iv) approved the other transactions contemplated herebyTransactions as a Business Combination; and (v) resolved to recommend to the GHIV Common Stockholders the approval of the Transactions and each of the Transaction Proposals.

Authorization and Enforceability. Each of LeukoSite and Merger Sub (a) The Company has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and and, subject in the case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), other than in the case of the Merger obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly executed and delivered by each of LeukoSite the Company and, assuming the due authorization, execution and delivery by Newco and Merger Sub and Sub, constitutes a legal, valid, valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms, except as that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and as limited also by laws relating general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the availability execution of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of Company Board unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby or thereby (hereby, including the issuance Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and Merger Consideration, are fair to and in the best interests of the Merger Shares)Company and its stockholders, except that LeukoSite requires approval from a majority (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the outstanding shares representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of LeukoSite Common Stock present the DGCL will not apply with respect to or as a result of the Merger, this Agreement and entitled the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under the Company at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 262 203 of the DGCL by reason DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the consummation of the Merger or the other transactions contemplated hereby. (e) The Company Board has received the written opinions of Qatalyst Partners, L.P. and Xxxxxxx Xxxxx & Co. to the effect that, as of the date of such opinions, the Merger Consideration is fair to the holders of Company Common Stock from a financial point of view, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Newco, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Common Stock necessary (under Applicable Law, the Company’s governing documents or otherwise) to consummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. Each of LeukoSite and Merger Sub Seller has all requisite corporate power power, authority, and authority (including due approval of its Board of Directors) right to enter into and deliver this Agreement, and perform its obligations under this Agreement and each Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby and to Transfer the legal and beneficial title and ownership of the Membership Interests to Purchaser free and clear of all Liens. Sellers have taken all action necessary and have obtained all authorizations and approvals to execute and deliver this Agreement and each Transaction Document to which it is a party to and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunder, and no other action on the part of Sellers or their Affiliates is necessary to authorize this Agreement or the other Sellers Documents and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of LeukoSite Sellers and, assuming due authorization, execution, and Merger Sub and delivery by Purchaser, constitutes a legal, valid, the legally valid and binding obligation of each of themSellers, enforceable against each of them Sellers in accordance with its terms, except as the enforceability thereof may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and as limited also by laws relating to the availability of specific performance, injunctive relief equitable principles (whether considered in a proceeding in equity or other equitable remediesat law). LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any Each of the transactions contemplated hereby other Sellers Documents will be, when delivered at or thereby (including prior the issuance Closing, duly executed and delivered by Sellers, and, assuming due authorization, execution, and delivery by the other parties thereto, will constitute the legally valid and binding obligations of the Merger Shares)Sellers, enforceable against Sellers in accordance with its terms, except that LeukoSite requires approval from as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and equitable principles (whether considered in a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote proceeding in equity or at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebylaw).

Authorization and Enforceability. Each of LeukoSite and Merger Sub The Company has all requisite the corporate power and authority (including due approval of its Board of Directors) to enter into execute, deliver and perform this Agreement and the other Principal Documents to consummate which it is a party. The execution, delivery and performance of this Agreement (and, upon execution by the Company of such other Principal Documents to which it is a party, the execution, delivery and performance of such other Principal Documents) have been duly authorized by all necessary corporate action on the part of the Company. The Board of Directors of the Company has unanimously determined that this Agreement, the other Principal Documents and the transactions contemplated hereby and thereby, including the Merger, are advisable and in the best interests of the Company and its stockholders and has approved this Agreement, such other Principal Documents and the transactions contemplated hereby and thereby, including the Merger, and has recommended the adoption and approval of this Agreement, such other Principal Documents and the transactions contemplated hereby and thereby, including the Merger, by the stockholders of the Company. The Stockholder Consent is the only vote or approval of the Stockholders necessary to adopt and approve this Agreement, such other Principal Documents and the transactions contemplated hereby and thereby, including the Merger. This Agreement has been duly executed and delivered by the Company and constitutes, and each of LeukoSite the other Principal Documents, when duly executed and Merger Sub and constitutes delivered by the Company, will constitute, a legal, valid, legal and binding obligation agreement of each of themthe Company (assuming that this Agreement has been duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against each of them the Company in accordance with its terms, except as to the extent that enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other laws of general application affecting the enforcement of creditors' ’ rights generally and as limited also by laws relating to the availability general principles of specific performance, injunctive relief equity (regardless of whether enforcement is sought in a proceeding at law or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Sharesequity), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated hereby.

Authorization and Enforceability. (a) Each of LeukoSite Parent and the Merger Sub has all requisite corporate power and authority (including due approval of its Board of Directors) authority, as applicable, to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution and delivery of this Agreement by Parent and the Merger Sub and the consummation by Parent and the Merger Sub of the transactions contemplated hereby (including the Merger) have been duly authorized by all corporate action on the part of Parent and the Merger Sub, and no other corporate proceedings on the part of Parent or the Merger Sub are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger). (b) The Board of Directors of Merger Sub has (i) determined and declared that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Merger Consideration are in the best interests of the Merger Sub and its sole stockholder, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) directed that the adoption of this Agreement be submitted to a vote of the sole stockholder of the Merger Sub, and (v) resolved to recommend that the Merger Sub’s sole stockholder adopt this Agreement in accordance with the applicable provisions of Delaware Law (c) This Agreement has been duly executed and delivered by each of LeukoSite Parent and the Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid, valid and binding obligation of each of themParent and the Merger Sub, enforceable against each of them in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyEnforceability Limitations.

Authorization and Enforceability. Each of LeukoSite and Merger Sub Vecta has all the requisite corporate limited partnership power and authority (including due approval of its Board of Directors) to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and therebyvalidly authorized by all necessary action on the part of Vecta. This Agreement has been duly and validly executed and delivered by each of LeukoSite Vecta and Merger Sub and (assuming that this Agreement constitutes a legal, valid, and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSiteSynergy) constitutes a legal, valid and binding obligation of Vecta enforceable against Vecta in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' ’ rights generally and as limited also by laws relating except to the extent that general equitable principles may affect the availability of specific performance, injunctive relief or other equitable certain remedies. LeukoSite does not require any approval from its stockholders in connection with Synergy has the requisite corporate power and authority to execute and deliver this Agreement, Agreement and to consummate the Escrow Agreement, transactions contemplated hereby. The execution and delivery of this Agreement and the Merger or any consummation of the transactions contemplated hereby or thereby have been duly and validly authorized by all necessary corporate action on the part of Synergy. This Agreement has been duly and validly executed and delivered by Synergy and (including the issuance assuming that this Agreement constitutes a valid and binding obligation of the Merger Shares)Vecta) constitutes a legal, valid and binding obligation of Synergy enforceable against Synergy in accordance with its terms, except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present as limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant similar laws affecting creditors’ rights generally and except to the Merger to convert into shares extent that general equitable principles may affect the availability of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebycertain remedies.

Authorization and Enforceability. Each of LeukoSite and Merger Sub has all requisite corporate power and authority (including due approval of its Board of Directorsa) to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement has been been, and each of the other documents, agreements and instruments to be executed and delivered at Closing (together with this Agreement, the “Transaction Documents”) by the Shareholders or Deltek will be, at Closing, duly authorized, executed and delivered by Deltek and/or each of LeukoSite and Merger Sub and constitutes a legalthe Shareholders, validas the case may be, and constitutes, or as of the Closing Date will constitute, a valid and legally binding obligation agreement of each of themDeltek or the Shareholders, as the case may be, enforceable against each of them Deltek or the Shareholders, as the case may be, in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, reorganization and other Laws of general applicability relating to or other similar laws or rules of law affecting creditors' ’ rights and remedies generally, and to general principles equity principles. The execution and delivery of equity. On this Agreement and the other Transaction Documents to which Deltek is a party and the performance by Deltek of the Contemplated Transactions that are required to be performed by Deltek have been duly authorized by the Board of Directors of Deltek in accordance with applicable Law and the Amended and Restated Articles of Incorporation, as amended, and the Bylaws of Deltek, and no other corporate proceedings on the part of Deltek (including, without limitation, any shareholder vote or prior approval) are necessary to authorize the Closingexecution, delivery and performance of this Agreement and the Escrow other Transaction Documents to which Deltek is a party or the consummation of the Contemplated Transactions. (b) The Debentures have been duly authorized by Deltek and when issued in compliance with the provisions of this Agreement and the other Transaction Documents will be duly executed and delivered by LeukoSite, validly issued and the Escrow Agreement, when duly executed outstanding and delivered by LeukoSite, shall will constitute the valid and binding obligation agreements of LeukoSite, Deltek enforceable against it in accordance with its their terms, except as limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium reorganization and other laws Laws of general application affecting enforcement of creditors' rights generally and as limited also by laws applicability relating to or affecting creditors’ rights and to general equity principles. The Common Shares and the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock have been duly authorized by Deltek and when issued pursuant to in compliance with the Merger to convert into shares provisions of LeukoSite Common Stockthis Agreement and the other Transaction Documents will be validly issued and outstanding, fully paid and nonassessable. None The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of the stockholders Series A Preferred Stock will be as stated in the Articles of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyAmendment.

Authorization and Enforceability. Each of LeukoSite and Merger Sub Seller has all the requisite corporate power and authority (including due approval of its Board of Directors) to enter into execute, deliver and perform this Agreement and will have the requisite corporate power and authority to execute, deliver and perform the Seller Transaction Documents as of the Closing Date, and, subject to approval of the Transaction by the shareholders of Seller, to consummate the transactions contemplated hereby Transaction. The execution, delivery and therebyperformance of this Agreement by Seller has been, and as of the Closing Date the Seller Transaction Documents will be, duly authorized by all necessary corporate action on the part of Seller, subject to approval of the Transaction by the shareholders of Seller. This Agreement has been been, and as of the Closing Date the Seller Transaction Documents will be, duly executed and delivered by each of LeukoSite Seller. This Agreement is, assuming due and Merger Sub valid authorization, execution and constitutes delivery hereof by Purchaser, a legal, valid, valid and binding obligation of each of themSeller, enforceable against each of them Seller in accordance with its terms, except as to the extent that such enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Laws affecting the enforcement of creditors' ’ rights generally and as limited also by laws relating general equitable principles. As of the Closing Date, the Seller Transaction Documents will be, assuming due and valid authorization, execution and delivery thereof by Purchaser, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except to the availability extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of specific performance, injunctive relief or other creditors’ rights generally and by general equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyprinciples.

Authorization and Enforceability. Each of LeukoSite ABI and Merger Sub has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of ABI and Merger Sub, subject only to the approval of the Merger and the transactions contemplated by this Agreement by ABI's stockholders and ABI as the sole stockholder of Merger Sub. The Board of Directors of each of ABI and Merger Sub has (i) approved this Agreement and the transactions contemplated hereby and thereby(ii) determined that the Merger is in the best interests of the stockholders of ABI or ABI as the sole stockholder of Merger Sub, as the case may be, and is on terms that are fair to such stockholders. This Agreement has been duly executed and delivered by each of LeukoSite ABI and Merger Sub Sub, and constitutes a legal, valid, and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSiteABI and Merger Sub, enforceable in accordance with its terms, terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any The voting power of the transactions contemplated hereby shares of ABI capital stock held of record by the Designated ABI Stockholders is such that the affirmative vote (whether at a meeting of stockholders of ABI or thereby (including by written consent in lieu of a meeting) of all shares of ABI capital stock held of record by the issuance Designated ABI Stockholders in favor of the adoption of this Agreement and the approval of the Merger Shares), except that LeukoSite requires would be sufficient to constitute the required stockholder approval from a majority of the outstanding shares of LeukoSite Common Stock present this Agreement and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares pursuant to, and in accordance with, the terms of LeukoSite Common Stock. None ABI's Certificate of Incorporation, ABI's by-laws and the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyDGCL, as applicable.

Authorization and Enforceability. Each of LeukoSite and Merger Sub The Borrower has all requisite corporate the power and authority (including due approval of its Board of Directors) to enter into execute, deliver, and perform this Agreement Agreement, the Debenture, and all other Convertible Debt Documents to which the Borrower is a party, to make the borrowings hereunder, and to consummate issue the transactions Conversion Shares issuable upon conversion of the Debenture. The execution, delivery, and performance by the Borrower of this Agreement, the Debenture, and all other Convertible Debt Documents to which the Borrower is a party and the making of the borrowings hereunder and thereunder, have been duly and validly authorized by all necessary corporate action on the part of the Borrower (none of which actions has been modified or rescinded, and all of which actions are in full force and effect) and do not and will not conflict with or violate any provision of law, of any judgments binding upon the Borrower, or of the Articles of Incorporation or Bylaws of the Borrower, conflict with or result in a breach of or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of the Borrower or any Subsidiary of the Borrower other than the Lien on the Collateral granted hereunder, or result in or require the acceleration of any indebtedness of the Borrower or any Subsidiary of the Borrower pursuant to any agreement, instrument, or indenture to which the Borrower or any Subsidiary of the Borrower is a party or by which the Borrower or any Subsidiary of the Borrower or any of their property may be bound or affected. This Agreement, the Debenture, and all other Convertible Debt Documents contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of LeukoSite and Merger Sub and constitutes a or thereby constitute legal, valid, and binding obligation obligations of each of them, enforceable against each of them in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of LeukoSiteBorrower, enforceable in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other such laws of general application affecting the enforcement of creditors' rights generally and as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyrights.

Authorization and Enforceability. Each (a) The execution and delivery of LeukoSite and Merger Sub has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into this Agreement and the Other Transaction Documents to consummate which Xxxxx is a party and the transactions contemplated hereby performance by Xxxxx of its obligations hereunder and therebythereunder have been duly authorized by Buyer and no other corporate proceedings on the part of Buyer (including, without limitation, any shareholder vote or approval) are necessary to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which Buyer is a party or the consummation of the Contemplated Transactions that are required to be performed by Xxxxx. This Agreement has been is, and each of the Other Transaction Documents to be executed and delivered at the Closing by Xxxxx will be at the Closing, duly authorized, executed and delivered by each Buyer and constitute, or as of LeukoSite the Closing will constitute, valid and Merger Sub and constitutes a legal, valid, and legally binding obligation agreements of each of them, Buyer enforceable against each of them Buyer in accordance with its their terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, reorganization and other Laws of general applicability relating to or other similar laws or rules of law affecting creditors' ’ rights and remedies generally, and to general principles equity principles. (b) The shares of equity. On or prior Buyer Common Stock and Buyer Preferred Stock to the Closing, the Escrow Agreement will be duly executed issued and delivered by LeukoSite, and Buyer in the Escrow AgreementShare Issuance (i) have been duly authorized and, when duly executed issued, will be validly issued, fully paid and delivered by LeukoSitenonassessable and issued in compliance with applicable securities Laws or exemptions therefrom and (ii) when issued, shall constitute the valid and binding obligation will not be subject to any Liens or right of LeukoSitefirst refusal, enforceable in accordance right of first offer, proxy, voting agreement, voting trust, registration rights agreement or shareholders or members agreement with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and as limited also by laws relating respect to the availability purchase, repurchase, sale or voting of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding such shares of LeukoSite Buyer Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Buyer Preferred Stock issued pursuant to (except for the Merger to convert into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated herebyShareholder Agreement).

Authorization and Enforceability. (a) Each of LeukoSite Landcadia and Merger Sub has all requisite corporate or entity power and authority (including due approval of its Board of Directors) to enter into execute, deliver and perform this Agreement and and, upon receipt of Landcadia Business Combination Approval, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and therebyvalidly authorized and approved by the board of directors of Landcadia and Merger Sub, and except for Landcadia Business Combination Approval, no other corporate proceeding on the part of Landcadia or Merger Sub is necessary to authorize this Agreement (assuming, if such consummation and performance, as applicable, would occur after May 24, 2018, that Landcadia Extension Approval has been obtained). This Agreement has been duly and validly executed and delivered by each of LeukoSite Landcadia and Merger Sub and assuming due authorization and execution by each other Party hereto, this Agreement constitutes a legal, valid, valid and binding obligation of each of themLandcadia and Merger Sub, enforceable against each of them Landcadia and Merger Sub in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other moratorium and similar laws or rules of law Laws affecting creditors' ’ rights generally and remedies generallysubject, and as to enforceability, to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation . (b) The affirmative vote of LeukoSite, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws holders of general application affecting enforcement of creditors' rights generally and as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. LeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement, the Merger or any of the transactions contemplated hereby or thereby (including the issuance of the Merger Shares), except that LeukoSite requires approval from a majority of the outstanding shares of LeukoSite Landcadia Class A Common Stock present and Landcadia Class F Common Stock, voting as a single class, entitled to vote at the Special Meeting, assuming a stockholders' meeting quorum is present, to approve the Transaction Proposals are the only votes of any of Landcadia’s capital stock necessary in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to connection with the Merger to convert entry into shares of LeukoSite Common Stock. None of the stockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL this Agreement by reason of Landcadia, and the consummation of the Merger or the other transactions contemplated hereby, including the Closing (the “Landcadia Business Combination Approval”). (c) At a meeting duly called and held, the Landcadia Board unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Landcadia Common Stockholder; (ii) determined that the fair market value of Waitr is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to Landcadia Common Stockholders the approval of the transactions contemplated by this Agreement.