Common use of Corporate Power; Enforceability Clause in Contracts

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a partyAgreement, to perform their respective its covenants and obligations hereunder and to consummate the transactions contemplated hereby hereby. The Company Board (at a meeting duly called and therebyheld) unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of the Company and its stockholders, (b) declared it advisable to the Company to enter into this Agreement, (c) approved and declared advisable this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Offer and the Merger upon the terms and subject to the conditions contained herein, (d) agreed that the Merger shall be effected under Section 251(h) of the DGCL, and (e) resolved, upon the terms and subject to the conditions set forth in this Agreement, to recommend that the Company Stockholders accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyby the Company, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Subthe Company, and no other additional corporate proceedings or other proceeding actions on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyAgreement, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby or therebyhereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteCompany and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equityequity (the “Enforceability Exceptions”).

Corporate Power; Enforceability. Each of Parent and Merger Sub (a) The Company has the requisite corporate power and authority to to: (i) execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to the other Transaction Documents; (ii) perform their respective its covenants and obligations hereunder and thereunder; and (iii) subject to receiving the Requisite Stockholder Approvals, consummate the Transactions and the other transactions contemplated hereby by this Agreement and therebythe other Transaction Documents. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partythe other Transaction Documents by the Company, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder hereunder, and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement and thereby the other Transaction Documents, have been duly authorized and approved by all necessary the Company Board, and except for obtaining the Requisite Stockholder Approvals, no other corporate or other action on the part of Parent and Merger Sub, and no other corporate the Company or other proceeding on the part of Parent or Merger Sub its Stockholders is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partythe other Transaction Documents, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or thereunder or and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby by this Agreement or therebythe other Transaction Documents. This Agreement and each other Transaction Document has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteCompany and, assuming the due authorization, execution and delivery by the CompanyPurchaser, constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their its terms, except that as such enforceability enforceability: (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity. (b) Subject to the filing of the Certificate of Amendment with the Secretary of State for the State of Delaware, the Company has all requisite power and authority to issue, sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement and the Certificate of Designation. The Certificate of Designation sets forth the rights, preferences and priorities of the Series B Preferred Stock, and the holders of the Series B Preferred Stock will have the rights set forth in the Certificate of Designation upon filing with the Secretary of State for the State of Delaware. All corporate action required to be taken by the Company for the authorization, issuance, sale and delivery of the Purchased Shares, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been, or will at the time of Closing be, validly taken. Other than the Requisite Stockholder Approvals, no approval from the holders of Company Common Stock is required under the Organizational Documents of the Company or the NASDAQ rules in connection with the Transactions.

Corporate Power; Enforceability. Each of Parent and Merger Acquisition Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Agreements to which it is, or is specified to be a party, and to perform their its respective covenants and obligations hereunder thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by each of Parent and Merger Acquisition Sub of this Agreement and each Ancillary Agreement the Transaction Agreements to which each it is or is specified to be a party, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary limited partnership or corporate or other action action, as applicable, on the part of Parent and Merger Acquisition Sub, and no other additional limited partnership or corporate or other proceeding actions, as applicable, on the part of Parent or Merger and Acquisition Sub is are necessary to authorize the execution and delivery by each of Parent and Merger Acquisition Sub of this Agreement and each Ancillary Agreement the Transaction Agreements to which each it is or is specified to be a party, the performance by Parent and Merger Acquisition Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Acquisition Sub of the transactions contemplated hereby or therebyTransactions other than the Parent Unitholder Consent. This Agreement has The Transaction Agreements have been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a partyAcquisition Sub, and this Agreement constitutesrespectively, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the CompanyCompany or the other parties thereto, a constitute legal, valid and binding obligation obligations of each of Parent and Merger Acquisition Sub, enforceable against each in accordance with their terms, except subject to the Enforceability Limitations. The Board of Directors of Acquisition Sub, acting by written consent, duly and unanimously adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that such enforceability the terms of the Merger and the other Transactions are fair to and in the best interests of Acquisition Sub, (aiii) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, recommending that its sole stockholder adopt this Agreement and (biv) declaring that the Transaction Agreements to which it is subject to general principles a party are advisable. The sole stockholder of equityAcquisition Sub has adopted this Agreement.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyTransactions. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equitythe Enforceability Exceptions.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, and, subject to obtaining the approval of this Agreement by the requisite Company Shareholders required by the Charter Documents or applicable provisions of the Colorado Corporation Law, to consummate the Transactions (the “Company Shareholder Approval”), to perform their respective its covenants and obligations hereunder and to thereunder consummate the transactions contemplated hereby and therebyTransactions. The Other than the Company Shareholder Approval, the execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby Transactions, including the Merger, have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyTransactions, including the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and the Company and, at or before the Closing Parent and Merger Sub Closing, the Company will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party. Subject to receipt of the Company Shareholder Approval, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equitythe Enforceability Exceptions.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, to perform their respective its covenants and obligations hereunder and, subject to obtaining the approval of this Agreement, the Merger and the other transactions contemplated hereby by holders of at least a majority of the Company Shares voted at the Company Shareholders Meeting, provided that such majority includes more than 50% of the Company Shares voted (not counting any absentee votes) by shareholders that are not Merger Sub, Parent or any person or entity holding at least 25% of the means of control of either Merger Sub or Parent, or any person or entity acting on behalf of either Merger Sub or Parent or any family member of, or entity controlled by, any of the foregoing (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any of Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby, other than (assuming the accuracy of the representations and warranties in Section 4.7 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by the ICL. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and at or before the Closing Parent and Merger Sub the Company will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each Ancillary Agreement to which it is, or is specified to be a party, to perform their of Parent and Merger Sub of its respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Merger have been duly authorized by all necessary corporate or other action on the part of each of Parent and Merger Sub and, other than the adoption of this Agreement by Parent immediately following the execution and delivery of this Agreement in its capacity as sole stockholder of Merger Sub in accordance with applicable Law and the certificate of incorporation and bylaws of Merger Sub, and no other corporate or other proceeding additional actions on the part of Parent or Merger Sub is are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub; (ii) the performance by each of Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their its respective covenants and obligations hereunder hereunder; or thereunder (iii) the consummation of the Merger or the consummation other transactions contemplated by Parent and Merger Sub this Agreement (other than the filing with the Secretary of State of the transactions contemplated hereby or therebyState of Delaware of the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with their its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a partyAgreement, to perform their respective covenants and obligations hereunder and, subject to the filing and recordation of appropriate merger documents as required by the ICL, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyAgreement, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyAgreement, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyhereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws of general applicability affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity. The board of directors of Merger Sub has unanimously: (i) determined that the Merger is fair to, and in the best interest of, Merger Sub and its shareholder, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors as a result of the Merger, (ii) approved this Agreement, the Merger and the other transactions contemplated herby, and (iii) resolved to recommend that the sole shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the terms hereof (which approval has been obtained simultaneously with the execution of this Agreement). No vote of the holders of any of the issued and outstanding shares of capital stock of Parent is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. The adoption of this Agreement by Parent as the sole shareholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the transactions contemplated hereby, including the Merger.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, to perform their respective its covenants and obligations hereunder and, subject to obtaining the approval of this Agreement, the Merger and the other transactions contemplated hereby (including those set forth in Section 6.3(a) of the Disclosure Letter) by holders of at least a majority of the Company Shares voted at the Company Shareholders Meeting, provided (1) such majority includes more than 50% of the Company Shares voted (not counting any absentee votes) by shareholders that are not Merger Sub, Parent or any person or entity holding at least 25% of the means of control of either Merger Sub or Parent, or any person or entity acting on behalf of either Merger Sub or Parent or any family member of, or entity controlled by, any of the foregoing and (2) either (i) such majority includes the affirmative vote of at least a majority of the total votes cast by shareholders who are present and voting (not counting any absentee votes) who are not “controlling shareholders” in the Company and do not have a “personal interest” (each as defined in the ICL) in the matter, or (ii) the total number of Company Shares voted against the proposal to approve this Agreement, the Merger and the other transactions contemplated hereby (including those set forth in Section 6.3(a) of the Disclosure Letter) by shareholders who are neither “controlling shareholders” in the Company nor have a “personal interest” in the matter who were present and voted, does not exceed two percent (2%) of the total voting rights in the Company (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any of Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby, other than (assuming the accuracy of the representations and warranties in Section 4.7 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and at or before the Closing Parent and Merger Sub the Company will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Company Ancillary Agreement to which it is, or is specified to be be, a party, to perform their respective its covenants and obligations hereunder and and, subject to obtaining the approval of this Agreement (including the Company Ancillary Agreements) by holders of at least a majority of the Company Shares voted at the Company Shareholder Meeting (not counting any absentee votes) (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Company Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any of Company Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby, other than (assuming the accuracy of the representations and warranties in ‎Section 4.7 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Company Ancillary Agreement to which each is it is, or is specified to be be, a party, and this Agreement constitutes, and each Company Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. (a) Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a partyAgreement, to perform their respective covenants and obligations hereunder and and, subject to obtaining the Parent Stockholder Approval, to consummate the transactions contemplated hereby hereby, including the Parent Common Stock Issuance and therebythe Financing. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyAgreement, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby hereby, including the Parent Common Stock Issuance and thereby the Financing, have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyAgreement, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. hereby, including the Parent Common Stock Issuance and the Financing, other than obtaining the Parent Stockholder Approval. (b) This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their its terms, except subject to the Enforceability Limitations. (c) The Parent Board, at a meeting duly called and held, has (i) determined that such enforceability the terms of the Merger and the other transactions contemplated by this Agreement (aincluding the Parent Common Stock Issuance and the Financing) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generallyare fair to, and in the best interests of, Parent and its stockholders, (bii) determined that it is in the best interests of Parent and its stockholders, and declared it advisable, to enter into this Agreement, (iii) approved the execution and delivery by Parent and Merger Sub, respectively, of this Agreement, the performance by Parent and Merger Sub, respectively, of their respective covenants and agreements contained herein and the consummation of the Merger and the other transactions contemplated by this Agreement upon the terms and subject to general principles the conditions contained herein and (iv) resolved to submit for consideration at the Parent Stockholder Meeting and recommend that the holders of equityshares of Parent Common Stock approve the Parent Common Stock Issuance. (d) The board of directors of Merger Sub has by unanimous vote (i) determined that the terms of the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, Merger Sub and Parent, in its capacity as the sole stockholder of Merger Sub, (ii) determined that it is in the best interests of Merger Sub and Parent, in its capacity as the sole stockholder of Merger Sub, and declared it advisable, to enter into this Agreement and (iii) approved the execution and delivery by Merger Sub of this Agreement, the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Merger and the other transactions contemplated by this Agreement upon the terms and subject to the conditions contained herein. Parent, as the owner of all of the outstanding shares of capital stock of Merger Sub, has executed a written consent that will become effective immediately after the execution and delivery of this Agreement to approve this Agreement in its capacity as sole stockholder of Merger Sub.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, to perform their respective its covenants and obligations hereunder and, subject to obtaining the approval of this Agreement by holders of at least 75% of the Company Shares voted at the Company Shareholder Meeting (not counting any absentee votes), and provided that either (a) such 75% (or more) majority shall include the affirmative vote of holders of a majority of the Company Shares voted at the Company Shareholder Meeting, which Company Shares are held by shareholders who are not controlling shareholders (as such term is defined in the ICL) of the Company and do not have a personal interest (as such term is defined in the ICL) in the approval of this Agreement and the transactions contemplated hereunder (not counting any absentee votes), or (b) the total number of Ordinary Shares held by such shareholders referred to in clause (a) that voted against the approval of this Agreement and the transactions contemplated hereunder, including the Merger at the Company Shareholder Meeting does not exceed two percent (2%) of the aggregate voting rights in the Company (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any of Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby, other than (assuming the accuracy of the representations and warranties in ‎Section 4.7 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each Ancillary Agreement to which it is, or is specified to be a party, to perform their of Parent and Merger Sub of its respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Merger have been duly authorized by all necessary corporate or other action on the part of each of Parent and Merger Sub and, other than the adoption of this Agreement by Parent or the applicable direct or indirect Subsidiary of Parent immediately following the execution and delivery of this Agreement in its capacity as sole stockholder of Merger Sub in accordance with applicable Law and the certificate of incorporation and bylaws of Merger Sub, and no other corporate or other proceeding additional actions on the part of Parent or Merger Sub is are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub; (ii) the performance by each of Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their its respective covenants and obligations hereunder hereunder; or thereunder (iii) the consummation of the Merger or the consummation other transactions contemplated by Parent and Merger Sub this Agreement (other than the filing with the Secretary of State of the transactions contemplated hereby or therebyState of Delaware of the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with their its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to laws governing specific performance, injunctive relief and other equitable remedies and general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a partythe Plan of Merger, to perform their respective covenants and obligations hereunder under this Agreement and the Plan of Merger and to consummate the transactions contemplated hereby by this Agreement and therebythe Plan of Merger. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partythe Plan of Merger, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder under this Agreement and thereunder the Plan of Merger and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement and thereby the Plan of Merger have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partythe Plan of Merger, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder under this Agreement and the Plan of Merger or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyby this Agreement and the Plan of Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a partyAgreement, to perform their respective its covenants and obligations hereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject in the case of the Merger, to obtaining the Requisite Stockholder Approval. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyAgreement, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Subthe Company, and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyAgreement, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. Transactions, 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 Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteCompany and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their its terms, except that such enforceability (ai) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, and (bii) is subject to general principles of equityequity (the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that the terms of this Agreement and the transactions contemplated hereby, including the Merger and Merger Consideration, are fair to and in the best interests of the Company and its stockholders, (iii) approved and declared advisable the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions contained herein (iv) assuming the accuracy of the representations and warranties set forth in Section 4.6, took all actions necessary so that 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 for their adoption at the Company Stockholder Meeting and (vi) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the applicable provisions of Law.

Corporate Power; Enforceability. Each of Parent and Merger Sub (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement all other agreements and documents contemplated hereby to which it is, or is specified to be a party, to perform their respective its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement all other agreements and documents contemplated hereby to which each the Company is or is specified to be a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder thereunder, and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Subthe Company, and no other additional corporate or other proceeding proceedings on the part of Parent the Company or Merger Sub is any of its Subsidiaries are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement all other agreements and documents contemplated hereby to which each it is or is specified to be a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or thereunder and thereunder, or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby. , other than obtaining the Requisite Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. (b) This Agreement has been and all other agreements and documents contemplated hereby to which the Company is or will be a party have been or will be, respectively, duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteCompany and, assuming the due authorization, execution and delivery by the CompanyParent and Acquisition Sub, constitutes (or will constitute) a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their its terms, except that such enforceability (ai) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, and (bii) is subject to general principles of equityequity (clauses (i) and (ii), collectively, the “Enforceability Limitations”).

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each Ancillary Agreement to which it is, or is specified to be a party, to perform their of Parent and Merger Sub of its respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Merger have been duly authorized by all necessary corporate or other action on the part of each of Parent and Merger Sub and, other than the adoption of this Agreement by Parent immediately following the execution and delivery of this Agreement in its capacity as sole stockholder of Merger Sub in accordance with applicable Law and the certificate of incorporation and bylaws of Merger Sub, and no other corporate or other proceeding additional actions on the part of Parent or Merger Sub is are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, Sub; (ii) the performance by each of Parent and Merger Xxxxxx Sub of their its respective covenants and obligations hereunder hereunder; or thereunder (iii) the consummation of the Merger or the consummation other transactions contemplated by Parent and Merger Sub this Agreement (other than the filing with the Secretary of State of the transactions contemplated hereby or therebyState of Delaware of the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with their its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyTransactions. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equityequitable principles.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles laws governing specific performance, injunctive relief and other equitable remedies. The Board of equityDirectors of Merger Sub has unanimously (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, Merger Sub and its sole shareholder, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (iii) determined that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors, and (iv) subject to the provisions of this Agreement, resolved to recommend that the sole shareholder of Merger Sub vote for the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement and each Ancillary Agreement any Transaction Document to which it is, or is specified to be a party; (b) perform its covenants and obligations under this Agreement and any Transaction Document to which it is a party; and (c) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement and any Transaction Document to perform their respective which it is a party by the Company, the performance by the Company of its covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partythereunder, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Merger have each been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding actions on the part of Parent or Merger Sub is the Company are necessary to authorize (i) the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement any Transaction Document to which each it is or is specified to be a party, party by the Company; (ii) the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder under this Agreement or thereunder any Transaction Document to which it is a party; or (iii) subject to the receipt of the Requisite Stockholder Approval, the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyMerger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteCompany and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equityequity (collectively, the “Enforceability Limitations”). Except for the Requisite Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other 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 and obligations under this Agreement and the consummation of the transactions contemplated by this Agreement.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, and, subject to obtaining the approval of this Agreement by the requisite Company Shareholders required by the Charter Documents or applicable provisions of the GCL, to consummate the Transactions (the “Company Shareholder Approval”), to perform their respective its covenants and obligations hereunder and to thereunder consummate the transactions contemplated hereby and therebyTransactions. The Other than the Company Shareholder Approval, the execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby Transactions, including the Merger, have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyTransactions, including the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and the Company and, at or before the Closing Parent and Merger Sub Closing, the Company will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party. Subject to receipt of the Company Shareholder Approval, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equitythe Enforceability Exceptions.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, to perform their respective its covenants and obligations hereunder and, subject to obtaining the approval of this Agreement, the Merger and the other transactions contemplated hereby by holders of at least a majority of the Company Shares voted at the Company Shareholders Meeting, provided that (1) such majority includes more than 50% of the Company Shares voted (not counting any absentee votes) by shareholders that are not Merger Sub, Parent or any person or entity holding at least 25% of the means of control of either Merger Sub or Parent, or any person or entity acting on behalf of either Merger Sub or Parent or any family member of, or entity controlled by, any of the foregoing and (2) either (i) such majority includes the affirmative vote of at least a majority of the total votes cast by shareholders who are present and voting (not counting any absentee votes) who are not “controlling shareholders” in the Company and do not have a “personal interest” (each as defined in the ICL) in the matter, or (ii) the total number of Company Shares voted against the proposal to approve this Agreement, the Merger and the other transactions contemplated hereby by shareholders who are neither “controlling shareholders” in the Company nor have a “personal interest” in the matter who were present and voted, does not exceed two percent (2%) of the total voting rights in the Company (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby thereby, including the Merger, have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any of the Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby, other than (assuming the accuracy of the representations and warranties in Section 3.3 below) obtaining the Company Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and at or before the Closing Parent and Merger Sub the Company will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, to perform their respective its covenants and obligations hereunder and thereunder and, subject to obtaining the approval of this Agreement by holders of the majority of the Company Shares voted at the Company Shareholder Meeting as required by the ICL (the “Company Shareholder Approval”), to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby thereby, including the Merger, have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby, including the Merger, other than (assuming the accuracy of the representations and warranties in Section 3.4 below) obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party, and this . This Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other similar laws affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equityequitable principles.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be be, a party, to perform their respective its covenants and obligations hereunder and and, subject to obtaining the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, the Company and no other additional corporate or other proceeding proceedings on the part of Parent or Merger Sub is the Company are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each or any of Ancillary Agreement to which each is it is, or is specified to be be, a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby, other than obtaining the Requisite Shareholder Approval for the consummation of transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub the Company, and at or before the Closing Parent and Merger Sub the Company will have duly executed and delivered each Ancillary Agreement to which each is it is, or is specified to be be, a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is it is, or is specified to be be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement and each Ancillary Related Agreement to which it is, or is specified to will be a party, to ; (b) perform their respective its covenants and obligations hereunder and to thereunder; (c) consummate the transactions contemplated hereby hereunder and therebythereunder and (d) subject to receiving the Requisite Stockholder Approval, consummate the Merger. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Related Agreement to which each is or is specified to it will be a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder thereunder, and the consummation by Parent of the Merger and Merger Sub of the transactions contemplated hereby hereunder and thereby thereunder have been duly authorized by all necessary corporate or other action on the part of Parent and the Company and, other than filing the Certificate of Merger Subpursuant to the DGCL, and no other additional corporate or other proceeding actions on the part of Parent or Merger Sub is the Company are necessary to authorize (i) the execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Related Agreement to which each it is or is specified to be a party, ; (ii) the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or and thereunder; (iii) the consummation of the Transaction contemplated hereunder and thereunder or (iv) subject to the receipt of the Requisite Stockholder Approval, the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyMerger. This Agreement has been and each Related Agreement to which the Company will be a party will when delivered, be duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteCompany and, assuming the due authorization, execution and delivery by Parent, Merger Sub and the Companyother parties thereto, as applicable, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equityequity effecting the availability of specific performance and other equitable remedies (collectively, clauses (A) and (B), the “Enforceability Exceptions”).

Corporate Power; Enforceability. Each of Parent and Merger Sub (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement all other agreements and documents contemplated hereby to which it is, or is specified to be a party, to perform their respective its covenants and obligations hereunder and thereunder and, subject to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement all other agreements and documents contemplated hereby to which each the Company is or is specified to be a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder and thereunder thereunder, and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Subthe Company, and no other additional corporate or other proceeding proceedings on the part of Parent the Company or Merger Sub is any of its Subsidiaries are necessary to authorize the execution and delivery by Parent and Merger Sub the Company of this Agreement and each Ancillary Agreement all other agreements and documents contemplated hereby to which each it is or is specified to be a party, the performance by Parent and Merger Sub the Company of their respective its covenants and obligations hereunder or thereunder and thereunder, or the consummation by Parent and Merger Sub of the transactions contemplated hereby or and thereby. , other than obtaining the Requisite Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. (b) This Agreement has been and all other agreements and documents contemplated hereby to which the Company is or will be a party have been or will be, respectively, duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteCompany and, assuming the due authorization, execution and delivery by the CompanyParent and Acquisition Sub, constitutes (or will constitute) a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each the Company in accordance with their its terms, except that such enforceability (ai) may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, and (bii) is subject to general principles of equity.equity (clauses (i) and (ii), collectively, the “Enforceability Limitations”). Table of Contents

Corporate Power; Enforceability. Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a partyAgreement, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyAgreement, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a partyAgreement, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or therebyhereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws of general applicability affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity. The board of directors of Merger Sub has unanimously: (i) determined that the Merger is fair to, and in the best interest of, Merger Sub and its shareholder, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors, (ii) approved this Agreement, the Merger and the other transactions contemplated herby, and (iii) resolved to recommend that the sole shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the terms hereof (which approval has been obtained simultaneously with the execution of this Agreement). No vote of the holders of any of the issued and outstanding shares of capital stock of Parent is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. The adoption of this Agreement by Parent as the sole shareholder of Merger Sub is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the transactions contemplated hereby, including the Merger.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is specified to be a party, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent Xxxxxx and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent Xxxxxx and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent Xxxxxx and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate or other proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent Xxxxxx and Merger Xxxxxx Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent Xxxxxx and Merger Xxxxxx Sub of their respective covenants and obligations hereunder or thereunder or the consummation by Parent Xxxxxx and Merger Xxxxxx Sub of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Company, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each in accordance with their terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally, generally and (b) is subject to general principles of equityequitable principles.

Corporate Power; Enforceability. Each of Parent and Merger Sub has the requisite corporate power and authority to to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each Ancillary Agreement to which it is, or is specified to be a party, to perform their of Parent and Merger Sub of its respective covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby Merger have been duly authorized by all necessary corporate or other action on the part of each of Parent and Merger Sub and, other than the adoption of this Agreement by Parent or the applicable direct or indirect Subsidiary of Parent immediately following the execution and delivery of this Agreement in its capacity as sole stockholder of Merger Sub in accordance with applicable Law and the certificate of incorporation and bylaws of Merger Sub, and no other corporate or other proceeding additional actions on the part of Parent or Merger Sub is are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub; (ii) the performance by each of Parent and Merger Sub of this Agreement and each Ancillary Agreement to which each is or is specified to be a party, the performance by Parent and Merger Sub of their its respective covenants and obligations hereunder hereunder; or thereunder (iii) the consummation of the Merger or the consummation other transactions contemplated by Parent and Merger Sub this Agreement (other than the filing with the Secretary of State of the transactions contemplated hereby or therebyState of Delaware of the Certificate of Merger as required by the DGCL). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and at or before the Closing Parent and Merger Sub will have duly executed and delivered each Ancillary Agreement to which each is or is specified to be a party, and this Agreement constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub is or is specified to be a party will after such execution and delivery constituteand, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with their its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to laws governing specific performance, injunctive relief and other equitable remedies and general principles of equity.