Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all requisite corporate or limited liability power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by each Parent, Merger Sub 1 and Merger Sub 2 of Seller their respective obligations hereunder and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) thereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other necessary corporate or stockholder limited liability company action is necessary for on the authorizationpart of Parent, executionMerger Sub 1 and Merger Sub 2, delivery other than the Required Parent Vote and performance by Seller the approval of this Agreement and by each of Seller and each Parent or a Subsidiary of any Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other agreements contemplated hereby (corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to the extent such entity is a party thereto) authorize this Agreement and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby and thereby. Parent or therebya Subsidiary of Parent, other than certain corporate approvals as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each of the foreign Subsidiariesparties hereto, which corporate approvals shall have been obtained by the Closing Dateadopt this Agreement. This Agreement has been duly and validly executed and delivered by Seller Parent, Merger Sub 1 and constitutes Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute a legal, valid and legally binding obligation of Sellereach of Parent, Merger Sub 1 and Merger Sub 2, enforceable against it each of Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionParent, Merger Sub 1 and Merger Sub 2 have all requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Parent Vote and assuming the accuracy of the representations set forth in Section 3.32, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. Assuming the accuracy of the representations set forth in Section 3.32, the execution and delivery and performance by Seller of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by each Parent, Merger Sub 1 and Merger Sub 2 of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) their respective obligations hereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent, Merger Sub 1 and Merger Sub 2, and assuming the accuracy of the Company’s representations in Section 3.32, no other corporate proceedings on the part of either Parent, Merger Sub 1 or stockholder action is Merger Sub 2 are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateRequired Parent Vote. This Agreement has been duly and validly executed and delivered by Seller Parent, Merger Sub 1 and constitutes Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute a legal, valid and legally binding obligation of Sellereach of Parent, Merger Sub 1 and Merger Sub 2, enforceable against it each of Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionCompany has the requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding Common Shares (the “Required Company Vote”), to consummate the transactions contemplated hereby. The execution and delivery and performance by Seller of this Agreement and each Ancillary Agreement by each the Company and the performance by the Company of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) its obligations hereunder and the consummation by each the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of Seller. No the Company and all other necessary limited liability company action on the part of the Company, subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote, and no other corporate or stockholder action is proceedings on the part of the Company (subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote) are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller Ancillary Agreement and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been and each Ancillary Agreement is, or when executed will be, duly and validly executed and delivered by Seller the Company and, assuming due execution and constitutes delivery by Parent and Merger Sub, shall constitute a legal, valid and legally binding obligation of Sellerthe Company, enforceable against it in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. (a) It has full corporate power and authority to execute and deliver this Agreement and each of the Implementing Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller it of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Implementing Agreements to the extent such entity which it is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby thereby, have been duly authorized and approved by the its Board of Directors of Seller. No and, if applicable, shareholder(s), and no other corporate or stockholder shareholder action is necessary for to authorize the authorization, executionexecu tion, delivery and performance by Seller it of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Implementing Agreements to the extent such entity which it is a party thereto) it and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has and each of the Implementing Agreements to which it is a party have been duly executed and delivered by Seller it and, assuming the due execution of this Agreement and constitutes a of each of the Implementing Agreements by the other parties hereto and thereto, are valid and legally binding obligation obliga tions of Sellerit, enforceable against it in accordance with their terms, except to the extent that their en forceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles. (b) Each document and instrument (including, but not limited to, the Implementing Agreements) executed by it as contemplated by this Agreement, when executed and delivered by it in accordance with the terms hereof shall have been duly executed and delivered by it and, assuming due execution and delivery by the other parties thereto, shall be valid and binding upon it and enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and to general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. (a) It has full corporate power and authority to execute and deliver this Agreement and each of the Implementing Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller it of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Implementing Agreements to the extent such entity which it is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby thereby, have been duly authorized and approved by the its Board of Directors of Seller. No and, if applicable, shareholder(s), and no other corporate or stockholder shareholder action is necessary for to authorize the authorization, execution, delivery and performance by Seller it of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Implementing Agreements to the extent such entity which it is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has and each of the Implementing Agreements to which it is a party have been duly executed and delivered by Seller it and, assuming the due execution of this Agreement and constitutes a each of the Implementing Agreements by the other parties hereto and thereto, are valid and legally binding obligation obligations of Sellerit, enforceable against it in accordance with their terms, except to the extent that their en forceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles. (b) Each document and instrument (including, but not limited to, the Implementing Agreements) executed by it as contemplated by this Agreement, when executed and delivered by it in accordance with the terms hereof, shall have been duly executed and delivered by it and, assuming due execution and delivery by the other parties thereto, shall be valid and binding upon it and enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and to general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. The execution, delivery (a) It has all requisite corporate power and performance by Seller of authority to enter into this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateAgreement. This Agreement has been duly and validly executed and delivered by Seller and it and, assuming that this Agreement constitutes a valid and legally binding agreement of Seller, constitutes a valid and binding obligation of Sellerit, enforceable against it in accordance with its termsterms and conditions, subject to (i) the effects of except that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws Laws affecting or relating to or affecting the enforcement of creditors' ’ rights generallygenerally or general principles of equity. No other corporate proceedings on its part, including without limitation, a vote of its equity holders, are necessary to authorize the execution or delivery of this Agreement. (iib) general equitable principles (whether considered It has all requisite corporate power and authority to enter into all other agreements, documents and instruments executed by it in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in connection with the transactions contemplated by this Agreement, each and to perform its obligations hereunder and thereunder. All other agreement agreements, documents and instruments executed by it in connection with the transactions contemplated hereby to be by this Agreement have been duly and validly executed and delivered by Seller it and, assuming that such agreement, document or any Subsidiary will be instrument constitutes a valid and legally binding agreement of each other party thereto, shall constitute a valid and binding obligation of Seller or such Subsidiary (to the extent a party thereto)it, enforceable against Seller or such Subsidiary it in accordance with its termseach of their terms and conditions, subject to (i) the effects of except that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws Laws affecting or relating to or affecting the enforcement of creditors' ’ rights generallygenerally or general principles of equity. The execution and delivery of all other agreements, (ii) general equitable principles (whether considered documents and instruments executed by it in connection with the transactions contemplated by this Agreement and the performance of the obligations of it hereunder and thereunder have been duly authorized by all necessary corporate action by its board of directors. No other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of such other agreements, documents and instruments contemplated by this Agreement to which it is a proceeding in equity party, or at law) and (iii) an implied covenant of good faith and fair dealingthe transactions contemplated.

Authorization and Validity of Agreement. The execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) delivery and issuance of the Note and the consummation by each Buyer of the transactions contemplated hereby and thereby have been duly authorized by the its Board of Directors of SellerDirectors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) issuance of the Note and the consummation by Seller and the Subsidiaries Buyer of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller Buyer and constitutes a valid and legally binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, 49 39 moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, Agreement and each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary Buyer and the Note will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto)Buyer, enforceable against Seller or such Subsidiary Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Each of Lane PC and Lisadent has full corporate power and authority, and the Shareholders have full power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and by each of Seller Lane PC and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Lisadent and the consummation by each it of the transactions contemplated hereby and thereby hereby, have been duly authorized and approved by the Board of Directors and the Shareholders of Seller. No each of Lane PC and Lisadent, and no other corporate action on the part of Lane PC or stockholder action Lisadent or the Shareholders is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller Lane PC and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Lisadent and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement (but excluding the Exhibits) has been duly executed and delivered by Seller and constitutes the Shareholders and is a valid and legally binding obligation of Seller, Seller and the Shareholders enforceable against it each in accordance with its their respective terms, except to the extent that the enforceability thereof may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples. When executed and delivered as provided in this On the Closing Date, the Employment Agreement, each other agreement contemplated hereby to be the Registration Rights Agreement, the Management Services Agreement and the Ancillary Agreement, substantially in the forms attached hereto as Exhibits A, C, D and E, respectively, will have been duly executed and delivered by Seller or any Subsidiary will be a and the Shareholders and will, subject to compliance with the regulatory requirements of the State of New York with respect to dental matters, constitute valid and legally binding obligation obligations of Seller or such Subsidiary (and the Shareholders enforceable against each in accordance with their respective terms, except to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, that the enforceability thereof may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered principles. Seller shall not be deemed to be in breach of this Agreement in the event the regulatory authorities of the State of New York regulating dental matters object to the transactions contemplated by this Agreement and/or initiate enforcement proceedings against Dr. Lane's dental license as a proceeding in equity or at law) and (iii) an implied covenant result of good faith and fair dealingthe transactions contemplatxx xx xxxx Agreement.

Authorization and Validity of Agreement. Parent and Merger Sub have all requisite corporate power and authority to execute, deliver and perform their obligations under this Agreement and the other Transaction Documents to which either Parent or Merger Sub is a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which either Parent or Merger Sub is a party thereto) by Parent and Merger Sub and the consummation performance by each Parent and Merger Sub of their obligations hereunder and thereunder and the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent and Merger Sub (and, with respect to Merger Sub, Parent as sole shareholder of Merger Sub), and all other necessary corporate action on the part of Parent and Merger Sub, and no other corporate or stockholder action is proceedings on the part of Parent and Merger Sub are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which either Parent or Merger Sub is a party thereto) party, and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has and the other Transaction Documents to which either Parent or Merger Sub is a party have been duly and validly executed and delivered by Seller Parent and constitutes a Merger Sub and, assuming due execution and delivery by the Company and the other parties thereto (as applicable), shall constitute their legal, valid and legally binding obligation of Sellerobligation, enforceable against it them in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at lawLaw) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) delivery and issuance of the Note and the consummation by each Buyer of the transactions contemplated hereby and thereby have been duly authorized by the its Board of Directors of SellerDirectors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) issuance of the Note and the consummation by Seller and the Subsidiaries Buyer of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller Buyer and constitutes a valid and legally binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, Agreement and each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary Buyer and the Note will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto)Buyer, enforceable against Seller or such Subsidiary Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. (i) The Company has all requisite corporate power and authority to enter into this Agreement and the documents, certificates and instruments referred to herein or delivered pursuant hereto (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller the Company of this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (to the extent such entity is a party thereto) Transaction Documents and the consummation by each the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Seller. No all necessary corporate action and no other corporate action or stockholder action is necessary for proceeding on the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries part of the transactions contemplated hereby Company is or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datewill be necessary. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by Seller the Company and, assuming the due authorization, execution and constitutes a delivery hereof, constitute legal, valid and legally binding obligation obligations of Sellerthe Company, enforceable against it in accordance with its terms, subject to (i) the effects of except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, (ii) generally and by general equitable equity principles (whether considered in a proceeding in equity or at law). The Company is the successor-in-interest to Pharmacopeia Drug Discovery, Inc.’s rights and obligations under the Research Collaboration Agreement and is a wholly owned subsidiary of Parent. (ii) The applicable sections of this Agreement constitute the legal, valid and (iii) an implied covenant binding obligations of good faith the Parent, enforceable against it in accordance with their respective terms. Parent has the unrestricted right, power and fair dealing. When executed authority to execute and delivered as provided in deliver this Agreement and to perform its obligations under this Agreement, each other agreement contemplated hereby to be and the execution, delivery and performance of this Agreement by Parent solely for the purposes of the specified sections herein have been duly authorized by all necessary action on behalf of Parent and this Agreement has been duly executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation Parent solely for the purposes of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingspecified sections herein.

Authorization and Validity of Agreement. Each of Cirrus and Acquisition Sub has the requisite power and authority to execute and deliver the Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Transaction Documents to the extent such entity which it is a party thereto) party, and the consummation by each it of the transactions contemplated hereby and thereby thereby, will have been duly authorized and approved by it, and no other action on the Board part of Directors of Seller. No other corporate or stockholder action Cirrus and/or Acquisition Sub is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Transaction Documents and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby thereby. The Transaction Documents as have been executed and delivered by Cirrus and Acquisition Sub on or therebyprior to the date hereof have been, and on the Closing Date such other than certain corporate approvals of the foreign SubsidiariesTransaction Documents to which Cirrus and/or Acquisition Sub is a party will have been, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller Cirrus and constitutes a Acquisition Sub and are and will be valid and legally binding obligation of Seller, obligations enforceable against it Cirrus and Acquisition Sub, as the case may be, in accordance with its their terms, subject to (i) the effects of except as such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors' rights generally, and general equitable principles. Cirrus' and the Acquisition Sub's Board of Directors each have (i) approved the Merger, which approval satisfies in full any applicable requirements of the DGCL and CGCL, and (ii) general equitable principles (whether considered determined that in a proceeding their opinion the Merger is in equity or at law) the best interests of the stockholders of Cirrus and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingAcquisition Sub.

Authorization and Validity of Agreement. (a) The executionCompany has the requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement and to consummate the Transactions. The execution and delivery and performance by Seller of this Agreement and by each the Company, the performance by the Company of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) its obligations hereunder and the consummation by each of the transactions contemplated hereby and thereby Transactions have been duly authorized by the Board of Directors of Seller. No the Company and all other necessary corporate action on the part of the Company, other than the Required Company Vote, and no other corporate or stockholder action is proceedings on the part of the Company are necessary for to authorize the authorizationexecution and delivery of, execution, delivery and performance by Seller of the Company under, this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and or the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateTransactions. This Agreement has been duly and validly executed and delivered by Seller the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a legal, valid and legally binding obligation of Sellerthe Company, enforceable against it in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (b) and (iii) an implied covenant The Board of good faith and fair dealing. When executed and delivered as provided in this AgreementDirectors of the Company has, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation resolutions duly adopted by the requisite vote of Seller or such Subsidiary (to the extent a party thereto)directors, enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) approved this Agreement and the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generallyTransactions, (ii) general equitable principles (whether considered determined that this Agreement and the Transactions are advisable and in a proceeding in equity or at law) the best interests of the Company and the Company’s stockholders, (iii) an implied covenant directed that this Agreement be submitted to a vote of good faith the holders of Company Common Stock for its adoption, (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and fair dealingapprove the Transactions, including the Merger (the “Company Board Recommendation”), and (v) approved the amendment to the Company’s bylaws to include the provision set forth in Exhibit A attached hereto. Such resolutions are in full force and effect and have not subsequently been rescinded or withdrawn in any way.

Authorization and Validity of Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller the Company of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (Related Agreements to which the extent such entity Company is a party thereto) and the consummation by each the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Seller. No all necessary corporate action and no other corporate action or stockholder action proceeding on the part of the Company is or will be necessary for the authorization, execution, delivery and performance by Seller the Company of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (Related Agreements to the extent such entity which it is a party thereto) and the consummation by Seller and the Subsidiaries Company of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has and each of the Related Agreements to which the Company is a party have been duly and validly executed and delivered by Seller the Company and, assuming the due authorization, execution and constitutes a delivery hereof and thereof by the Buyer, constitute legal, valid and legally binding obligation obligations of Sellerthe Company, enforceable against it in accordance with its their terms, subject except to (i) the effects of extent that their enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (ii) generally and by general equitable equity principles (whether considered in a proceeding in equity or at law). The Company’s Board of Directors, by resolutions duly adopted at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Acquisition are in the best interests of the Company, the stockholders of the Company and the creditors of the Company, (ii) determined that the Purchase Price constitutes fair and reasonably equivalent value for the Transferred Assets, and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in approved this Agreement, each other agreement the Related Agreements and the transactions contemplated hereby and thereby, including the Acquisition. The Transferred Assets do not constitute “substantially all” of the Company’s assets within the meaning of Section 271 of the Delaware General Corporation Law. No vote or approval of the stockholders of the Company is required to be executed approve the Acquisition and delivered the consummation of the transactions contemplated by Seller or any Subsidiary will be a valid this Agreement and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingRelated Agreements.

Authorization and Validity of Agreement. Purchaser has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Purchaser and the consummation by each it of the transactions contemplated hereby and thereby hereby, have been duly authorized and approved by the Board of Directors of Seller. No Purchaser, and no other corporate or stockholder action on the part of Purchaser is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Purchaser and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement has been duly executed and delivered by Seller Purchaser and constitutes is a valid and legally binding obligation of Seller, Purchaser enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) principles. Castle has full corporate power and (iii) an implied covenant of good faith authority to execute and fair dealing. When executed and delivered as provided in deliver this Agreement, each to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Castle and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the Board of Directors of Castle, and no other agreement action on the part of Castle is necessary to authorize the execution, delivery and performance of this Agreement by Castle and the consummation of the transactions contemplated hereby to be hereby. This Agreement has been duly executed and delivered by Seller or any Subsidiary will be Castle and is a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), Castle enforceable against Seller or such Subsidiary it in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. The executionCompany has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Plan of Merger, the Voting Agreement, the Statement of Designation (when filed in accordance with the terms of the Series C Preferred Stock Purchase Agreement), the Employment Agreement, the Radcliffe Waiver and all agreements and instruments related thereto (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery and performance by Seller of this Agreement and the other Transaction Documents by each the Company and the performance by the Company of Seller its obligations hereunder and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) thereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Company Board and all other necessary corporate action on the part of Directors of Seller. No the Company, other corporate or stockholder action is necessary for than the authorization, execution, delivery approval and performance by Seller adoption of this Agreement by the affirmative vote of a majority of votes cast by all shareholders of the Company entitled to vote thereon at a meeting at which a quorum is present (the “Company Shareholder Approval”), and by each no other corporate proceedings on the part of Seller the Company are necessary to authorize this Agreement or the other Transaction Documents and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals and thereby (subject to the filing of the foreign Subsidiaries, which corporate approvals shall have been obtained by Statement of Designation (when filed in accordance with the Closing Dateterms of the Series C Preferred Stock Purchase Agreement)). This Agreement has and each of the other Transaction Documents have been duly and validly executed and delivered by Seller the Company and, assuming due execution and constitutes delivery by Parent and Merger Sub and the other parties thereto (as applicable), shall constitute a legal, valid and legally binding obligation of Sellerthe Company, enforceable against it in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at lawLaw) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The Such EDAC Stockholder has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which such EDAC Stockholder is a party, to perform such EDAC Stockholder's obligations hereunder and thereunder and to consummate the transactions contemplated to be performed by such EDAC Stockholder hereby. To the extent applicable, the execution, delivery and performance by Seller such EDAC Stockholder of this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which it is a party thereto) party, and the consummation by each such EDAC Stockholder of the transactions contemplated hereby and thereby to be performed by such EDAC Stockholder hereby, have been duly authorized and approved by all necessary corporate, partnership or trust action on the Board part of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateEDAC Stockholder. This Agreement has been been, and as of the Closing Date the other Transaction Documents to which such EDAC Stockholder is a party will be, duly executed and delivered by Seller such EDAC Stockholder. Assuming the due execution of this Agreement and, to the extent applicable, the other Transaction Documents, by EDAC, Deanco, Xxxxxx and constitutes the other EDAC Stockholders, this Agreement is, and upon execution and delivery at the Closing of the other Transaction Documents to which such EDAC Stockholder is a party, such other Transaction Documents will be, the legal, valid and legally binding obligation obligations of Sellersuch EDAC Stockholder, enforceable against it such EDAC Stockholder in accordance with its termsthe terms thereof, except to the extent that enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Seller of this Agreement and the other Transaction Agreements by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Company and the consummation by each the Company of the transactions contemplated hereby and thereby Transactions, have been (a) duly and validly authorized and unanimously approved by the Board of Directors of Seller. No the Company and (b) approved by the Company Stockholder Approval, and no other corporate or stockholder other action on the part of the Company or its Board of Directors or stockholders is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each the Transaction Agreements or the consummation of Seller and each Subsidiary of any other agreements contemplated hereby (the Transactions, except to the extent (a) the Board of Directors will be required to approve any corporate actions relating to a Public Offering and listing of the Common Stock in connection therewith and (b) the stockholders of the Company will be required to approve (i) any corporate actions to amend the Company’s charter and bylaws in connection with a Public Offering and listing of the Common Stock and (ii) any Contracts regarding voting or other investor rights relating to the Company, to which any such entity stockholder is anticipated to be a party. This Agreement and the other Transaction Agreements have been (or will be, at the time of their execution) duly and validly executed and delivered by the Company and, to the extent it is a party thereto) , assuming due and the consummation valid authorization, execution and delivery hereof and thereof by Seller and the Subsidiaries each of the transactions contemplated hereby other parties thereto, as applicable, each is (or therebywill be, other than certain corporate approvals at the time of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes its execution) a valid and legally binding obligation of Seller, the Company and enforceable against it the Company in accordance with its their terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to Laws, now or hereinafter in effect, affecting the enforcement of creditors' ’ rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. The (a) Purchaser has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. Purchaser has duly authorized the execution, delivery and performance by Seller of this Agreement by Purchaser and by each no other proceedings on the part of Seller and each Subsidiary of any other agreements contemplated hereby (Purchaser are necessary to the extent such entity is a party thereto) and the consummation by each of authorize this Agreement or the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement has been duly executed and delivered by Seller Purchaser and, assuming the due authorization, execution and delivery hereof by the parties hereto (other than Purchaser), constitutes a the legal, valid and legally binding obligation of SellerPurchaser, enforceable against it Purchaser in accordance with its terms, subject to (i) the effects of except as may be limited by any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or Laws affecting the enforcement of creditors' ’ rights generally, generally or by general principles of equity. (iib) general equitable principles (whether considered in a proceeding in equity or at law) Merger Sub has the requisite corporate power and (iii) an implied covenant of good faith authority to execute and fair dealing. When executed deliver this Agreement and delivered as provided in this Agreement, each other agreement to consummate the transactions contemplated hereby in accordance with the terms hereof. Merger Sub has duly authorized the execution, delivery and performance of this Agreement by Merger Sub and no other corporate proceedings on the part of Merger Sub are necessary to be authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller or any Subsidiary will be a Merger Sub and, assuming the due authorization, execution and delivery hereof by the parties hereto (other than Merger Sub), constitutes the legal, valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto)Merger Sub, enforceable against Seller or such Subsidiary Merger Sub in accordance with its terms, subject to (i) the effects of except as may be limited by any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or Laws affecting the enforcement of creditors' ’ rights generally, (ii) generally or by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingequity.

Authorization and Validity of Agreement. Transferor has all necessary power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. Each Applicable Subsidiary that is a party to a Transaction Agreement will as of the Closing have all necessary power and authority to execute and deliver each Transaction Agreement to which it will be a party, to perform its obligations thereunder and to consummate the Transactions. The execution, delivery and performance by Seller Transferor of this Agreement and by each Transferor and the Applicable Subsidiaries of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Transaction Agreements, and the consummation by each it or its Applicable Subsidiary of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by Transferor or, with respect to the Board of Directors of Seller. No Applicable Subsidiaries, at Closing will be duly and validly authorized, and no other corporate or stockholder other action on the part of Transferor or the Applicable Subsidiaries (including any shareholder vote or approval) is or, with respect to the Applicable Subsidiaries, will be, necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and the Transaction Agreements or the consummation of the Transactions. This Agreement has been, and as of the Closing, the Transaction Agreements will be, duly and validly executed and delivered by each of Seller Transferor and each Subsidiary of any other agreements contemplated hereby its Applicable Subsidiaries (as applicable) and, to the extent such entity it is a party thereto) , assuming due and the consummation valid authorization, execution and delivery hereof and thereof by Seller Buyer, this Agreement is, and the Subsidiaries as of the transactions contemplated hereby or thereby, other than certain corporate approvals Closing each of the foreign SubsidiariesTransaction Agreements will be, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of SellerTransferor or its Applicable Subsidiaries, as the case may be, enforceable against it Transferor and its Applicable Subsidiaries (as applicable), as the case may be, in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to Laws, now or hereinafter in effect, affecting the enforcement of creditors' ’ rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto“Enforceability Exceptions”), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionSuch Seller has all requisite legal capacity, delivery power and performance by Seller of authority to enter into, execute and deliver this Agreement and by each of the Related Agreements to which such Seller and each Subsidiary of any other agreements contemplated hereby is (or will at the Closing be) a party, to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of consummate the transactions contemplated hereby or thereby, to perform all of such Seller’s obligations under this Agreement and the Related Agreements to which such Seller is (or will at the Closing be) a party, and to comply with and fulfill the terms and conditions of this Agreement and the Related Agreements to which it is (or will at the Closing be) a party. If such Seller is not a natural person, such Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, with all requisite power and authority to own or lease and to operate its properties, rights and assets and to conduct its business as it is now conducted. The execution, delivery and performance of this Agreement and the Related Agreements to which such Seller is (or will at the Closing be) a party have been duly authorized by all necessary corporate or other than certain corporate approvals action (as applicable) on the part of such Seller, and no other proceedings on the part of such Seller are necessary to authorize the execution, delivery or performance by such Seller of this Agreement and each of the foreign Subsidiaries, Related Agreements to which corporate approvals shall have been obtained by such Seller is (or will at the Closing Datebe) a party. This Agreement has been, and each of the Related Agreements to which such Seller is (or will at the Closing be) a party has been or will be at the Closing, duly executed and delivered by such Seller and constitutes a constitutes, or will upon such execution and delivery, as applicable, constitute, such Seller’s legal, valid and legally binding obligation of Sellerobligation, enforceable against it such Seller in accordance with its termsterms and conditions, subject to (i) the effects of except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws Laws relating to or affecting the enforcement of creditors' creditor’s rights generally, (ii) generally or by general equitable principles of equity (whether considered applied in a proceeding in equity at law or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party theretoequity), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Serac has all requisite corporate power and authority to enter into this Agreement and the Other Agreements and to perform its obligations hereunder and thereunder. The execution, execution and delivery and performance by Seller Serac of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Other Agreements to the extent such entity which it is a party thereto) and the consummation by each it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action (subject only, with respect to the Arrangement, to approval of this Agreement by the Serac Common Shareholders as provided for in Section 5.1). On or prior to the date hereof the Board of Directors of Seller. No other corporate or stockholder action is necessary for Serac has unanimously determined to recommend approval of the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (Arrangement to the extent Serac Common Shareholders, and such entity determination is a party thereto) and the consummation by Seller and the Subsidiaries in effect as of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datedate hereof. This Agreement has been duly executed and delivered by Seller Serac and constitutes a is the valid and legally binding obligation of Seller, Serac enforceable against it in accordance with its terms, subject to (i) the effects of except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium or similar laws from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. The Other Agreements, when executed and delivered by Serac, as applicable, will constitute valid and binding obligations of Serac, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws relating from time to or affecting the enforcement of time in effect that affect creditors' rights generally, (ii) general generally and by legal and equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant limitations on the availability of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingspecific remedies.

Authorization and Validity of Agreement. The Each of Purchaser and the Transitory Subsidiary has the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. Each of Purchaser and the Transitory Subsidiary has duly authorized the execution, delivery and performance by Seller of this Agreement and by each of Seller it, and each Subsidiary of any other agreements contemplated hereby (Ancillary Agreement to the extent such entity which it is a party thereto) party, and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No no other corporate or stockholder action is limited liability company proceedings on the part of Purchaser or the Transitory Subsidiary or any of its board of directors, stockholders, managers or members or committee of such Person’s board of directors or managers are necessary for the authorization, execution, delivery and performance by Seller of such Person to authorize this Agreement and by or each of Seller and each Subsidiary of any other agreements contemplated hereby (Ancillary Agreement to the extent such entity which it is a party thereto) and the consummation by Seller and the Subsidiaries of party, to perform its obligations or to consummate the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement and each applicable Ancillary Agreement has been duly executed and delivered by Seller each of Purchaser and constitutes the Transitory Subsidiary and, assuming that this Agreement and any applicable Ancillary Agreement constitute a legally valid and legally binding obligation of Sellereach of the parties hereto and thereto (other than Purchaser and the Transitory Subsidiary), constitute a legally valid and binding obligation of each of Purchaser and the Transitory Subsidiary, enforceable against it each such Person in accordance with its terms, subject to (i) the effects of except as may be limited by any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or applicable Law affecting the enforcement of creditors' ’ rights generally, (ii) generally or by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingequity.

Authorization and Validity of Agreement. The Water Authority has all --------------------------------------- requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder, including the acquisition by condemnation, and the maintenance and operation, of all or part of the Nassau System and the Business. The execution, delivery and performance by Seller the Water Authority of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each it of the transactions contemplated hereby and thereby have been duly and validly authorized by adoption of a resolution at a public meeting of the Board Water Authority, and no other action on the part of Directors the Water Authority, other than (i) the authorization and sale of Seller. No other corporate one or stockholder action more series of bonds in the aggregate amount of not less than the sum of (A) the Acquisition Price plus (B) the Lease Repurchase Amount plus (C) the total costs of the Water Authority incurred in issuing such bonds plus (D) the total estimated expenses of the Water Authority to be incurred in connection with the transactions contemplated by this Agreement plus (E) amounts necessary for reasonable and customary working capital and reserve funds, and (ii) the adoption of a resolution approving the acquisition of the assets by condemnation after public hearing, is necessary for to authorize the authorization, execution, delivery and performance by Seller the Water Authority of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries it of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement has been duly executed and delivered by Seller the Water Authority and, assuming the due authorization, execution and constitutes delivery hereof by JWS and the Parent, is a valid and legally binding obligation of Sellerthe Water Authority, enforceable against it the Water Authority in accordance with its terms, subject except to (i) the effects of extent that enforceability may be limited by a bankruptcy filing after the date hereof or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors' rights generallygenerally and by general equity principles, (ii) general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery Acquiror has the requisite corporate power and performance by Seller of authority to execute and deliver this Agreement and by each of Seller the Registration Rights Agreement and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of consummate the transactions contemplated hereby and thereby have been duly authorized by in accordance with the terms hereof and thereof. The Board of Directors of Seller. No other corporate or stockholder action is necessary for Acquiror has duly authorized the authorization, execution, delivery and performance by Seller of each of this Agreement and the Registration Rights Agreement by each Acquiror and no other corporate proceedings on the part of Seller and each Subsidiary of any other agreements contemplated hereby (Acquiror are necessary to authorize this Agreement or the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of Registration Rights Agreement or the transactions contemplated hereby or therebythereby (including, other than certain corporate approvals without limitation, the authorization and approval of the foreign Subsidiaries, which corporate approvals shall have been obtained by Certificate of Designations in substantially the Closing Dateform attached hereto as Exhibit D and the issuance and delivery of the Series B Preferred Stock at the Closing). This Agreement has been been, and at the Closing the Registration Rights Agreement will be, duly executed and delivered by Seller Acquiror and, assuming this Agreement constitutes, and constitutes a at the Closing the Registration Rights Agreement will constitute, the legal, valid and legally binding obligation of Sellerthe Company, this Agreement constitutes, and at the Closing the Registration Rights Agreement will constitute, the legal, valid and binding obligation of Acquiror, enforceable against it Acquiror in accordance with its their respective terms, subject to (i) the effects of except as enforceability may be limited by any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally, generally or by general principles of equity (ii) general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.