Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Buyer and Parent have full power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent enforceable against each of them in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer and Parent have full has all necessary power and authority to execute and deliver each this Agreement and the other Transaction Document Documents to which they are orit is party, at Closing, will be, a party to perform and comply with each of its obligations hereunder and thereunder and to consummate the Contemplated Transactions. Following The execution and delivery by the approval Buyer of the boards of directors of Parent and Buyer this Agreement and the shareholders of other Transaction Documents to which it is party, the performance and compliance by the Buyer with respect to the Contemplated Transactions, the execution, delivery each of its obligations herein and performance by Buyer and Parent of each Transaction Document therein and the consummation by the Buyer of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and Parent and no other acts by corporate or other proceedings on behalf the part of the Buyer or Parent and no stockholder votes are necessary or required to authorize this Agreement, the executionother Transaction Documents to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreement, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions other Transaction Documents to which they are or, at Closing, it is party will be a party. This duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer and Parent are a is party have been, duly and validly executed and delivered by Buyer and Parent and (assuming constitutes or will constitute the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the Buyer’s legal, valid and binding agreements of Buyer and Parent obligation, enforceable against each of them the Buyer in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)Enforceability Exceptions.

Authority Relative to this Agreement. Buyer and Parent have CDBeat has full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which they are it is or, at the Closing, will be, be a party and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are CDBeat is or, at the Closing, will be, be a party have been duly and validly authorized and approved by Buyer and Parent the board of directors of CDBeat and no other acts by or corporate proceedings on behalf the part of Buyer or Parent CDBeat are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent CDBeat of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are it is or, at the Closing, will be a party. This Agreement and has been and, at the Closing, the other Transaction Documents to which Buyer and Parent are CDBeat is a party will have been, been duly and validly executed and delivered by Buyer and Parent CDBeat and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, constitutes or will, will at the Closing, constitute, as the case may be, Closing constitute the legal, valid and binding agreements agreement of Buyer and Parent CDBeat, enforceable against each of them CDBeat in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer The Parent and Parent the Merger-Sub have full corporate power and authority to execute enter into this Agreement and deliver each Transaction Document to which they are or, at Closing, will be, a party perform their respective obligations hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. Following The execution, delivery, and performance of this Agreement by the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document Merger-Sub and the consummation by the Parent and the Merger-Sub of the Contemplated Transactions to which they are or, at Closing, will be, a party Merger and the transactions contemplated hereby have been duly and validly authorized and approved by Buyer the respective Boards of Directors of the Parent and the Merger-Sub and Parent as the sole stockholder of the Merger-Sub, and no other acts by corporate proceedings on the part of the Parent or on behalf of Buyer or Parent the Merger-Sub are necessary or required to authorize the execution, delivery delivery, and performance of this Agreement by Buyer the Parent and Parent of each Transaction Document the Merger-Sub and the consummation by the Parent and the Merger-Sub of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer and the Parent and (assuming the valid execution Merger-Sub, and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the constitutes a legal, valid valid, and binding agreements obligation of Buyer the Parent and Parent the Merger-Sub enforceable against each of them the Parent and the Merger-Sub in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Buyer and Parent At the Closing, the Company will have full power power, capacity and authority to execute and deliver each Transaction Document to which they are it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer the Company and Parent Seller of each Transaction Document and the consummation of the Contemplated Transactions to which they are orthe Company and/or Seller are, or at Closing, will be, a party will have been duly and validly authorized by the Company and approved by Buyer and Parent Seller and no other acts by or on behalf of Buyer the Company or Parent are Seller will be necessary or required to authorize the execution, delivery and performance by Buyer each of the Company and Parent Seller of each Transaction Document and the consummation of the Contemplated Transactions to which they are it, he or she, is or, at Closing, will be be, a party. This Agreement and the other Transaction Documents to which Buyer and Parent are the Company or Seller is a party have been, been duly and validly executed and delivered by Buyer and Parent the Company or Seller, respectively, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, will constitute the legal, valid and binding agreements of Buyer the Company and Parent Seller, respectively, enforceable against each of them the Company and Seller in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full The Company has all requisite corporate power and authority to execute and deliver each the Transaction Document Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations thereunder and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect Transaction Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document its obligations thereunder and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent all required corporate or other action on the part of the Company and no other acts by corporate or other proceedings on behalf the part of Buyer or Parent the Company are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of Documents to which it is a party or to consummate the Contemplated Transactions to which they are or, at Closing, will be a partyTransactions. This Agreement has been, and each of the other Transaction Documents to which Buyer and Parent are it is a party have beenwill be, duly and validly executed and delivered by Buyer the Company and, assuming this Agreement has been, and Parent each of the other Transaction Documents to which it is a party will be, duly authorized, executed and (assuming the valid execution and delivery thereof delivered by the other parties thereto) , this Agreement constitutes, or will, at and each of the Closing, other Transaction Documents to which it is a party will constitute, as the case may be, the a legal, valid and binding agreements obligation of Buyer and Parent the Company, enforceable against each of them it in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the enforcement effect of creditors' rights generally statutory and except that the availability of equitable remedies is other Laws regarding fraudulent conveyances and preferential transfers and subject to the discretion of the court before which any limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding therefor may be brought (whether at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Buyer and Parent have Each Seller has full power power, capacity and authority to execute and deliver each Transaction Document to which they are such Seller is or, at Closing, will be, a party and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby (the "CONTEMPLATED TRANSACTIONS"). Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are any Seller is or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent such Seller, and no other acts by on the part of any Seller (or on behalf of Buyer or Parent any other person) are necessary or required to authorize the execution, delivery and performance by Buyer and Parent such Seller of each Transaction Document and or the consummation of the Contemplated Transactions to which they are such Seller is or, at Closing, will be be, a party. This Agreement and has been and, at Closing, the other Transaction Documents to which Buyer and Parent are any Seller is a party will have been, duly and validly executed and delivered by Buyer and Parent such Seller, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, will at the Closing, constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent such Seller, enforceable against each of them such Seller in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer Each of Parent and Parent have Sub has full corporate power and authority to execute enter into this Agreement and deliver each Transaction Document to which they are orperform its obligations hereunder (subject to, at Closingin the case of consummation of the Merger, will bethe issuance of Parent Common Stock and the increase in the Board of Directors of Parent in connection therewith, a party obtaining the Parent Stockholders' Approval, if required) and to consummate the Contemplated Transactionstransactions contemplated hereby. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance of this Agreement by Buyer each of Parent and Parent of each Transaction Document Sub and the consummation by each of Parent and Sub of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby have been duly and validly authorized and approved by Buyer its Board of Directors and by Parent in its capacity as the sole stockholder of Sub; and no other acts by corporate proceedings on the part of either of Parent or on behalf of Buyer Sub or Parent their stockholders are necessary or required to authorize the execution, delivery and performance of this Agreement by Buyer Parent and Parent of each Transaction Document Sub and the consummation by Parent and Sub of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer and each of Parent and (assuming the valid execution Sub and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the constitutes a legal, valid and binding agreements obligation of Buyer each of Parent and Parent Sub enforceable against each of them Parent and Sub in accordance with their respective termsits terms (subject to, in the case of consummation of the Merger, and the issuance of Parent Common Stock and the increase in the Board of Directors of Parent in connection therewith, obtaining the Parent Stockholders' Approval, if required), except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability by general equitable principles (regardless of equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether in equity or at law or in equitylaw).

Authority Relative to this Agreement. Buyer Seller and Parent the Stockholder have full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which they are or, at Closing, will be, it is a party and to consummate the transactions contemplated hereby (the "Contemplated Transactions"). Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized by Seller and approved by Buyer and Parent the Stockholder and no other acts by proceedings on the part of Seller or on behalf of Buyer the Stockholder (or Parent are any other person) is necessary or required to authorize the execution, execution and delivery by Seller and performance by Buyer and Parent the Stockholder of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions Transactions. The consideration to which they are or, at Closing, will be a partyreceived by Seller represents the fair value of the Purchased Assets to be transferred to Buyer. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer Seller and Parent the Stockholder, and (assuming the valid execution and delivery thereof of this Agreement by the other parties theretohereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements agreement of Buyer and Parent such party enforceable against each of them such party in accordance with their respective terms, its terms except as such obligations and their enforceability may be limited by applicable bankruptcy bankruptcy, insolvency reorganization, moratorium and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer Each of Parent and Parent have full Merger Sub has all necessary corporate power and authority to (i) execute, deliver and perform this Agreement and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, (ii) file immediately the Certificate of Designation with the Delaware Secretary of State, and deliver each Transaction Document to which they are or(iii) carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and, at Closing, will be, a party and to consummate the Contemplated Transactionstransactions contemplated hereby (including the Merger). Following The execution and delivery of this Agreement, the approval filing of the boards Certificate of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated TransactionsDesignation, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation by Parent and Merger Sub of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and approved Merger Sub (including the approval by Buyer their respective Boards of Directors and Parent as the sole stockholder of Merger Sub, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other acts by corporate proceedings on the part of Parent or on behalf of Buyer or Parent Merger Sub are necessary or required to authorize this Agreement, to file the executionCertificate of Designation, delivery and performance by Buyer and Parent of each Transaction Document and or to consummate the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer and Parent and (Merger Sub and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) constituteshereto, or will, at constitutes the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligation of Buyer Parent and Parent Merger Sub, enforceable against each of them Parent and Merger Sub in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have has full power and authority to execute and deliver each Transaction Document Documents to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards board of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are is necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are is a party have been, duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent enforceable against each of them in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have XXX has full power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer XXX and the shareholders of the Buyer XXX with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent XXX of each Transaction Document and the consummation of the Contemplated Transactions to which they are it is or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent XXX and no other acts by or on behalf of Buyer or Parent XXX are necessary or required to authorize the execution, delivery and performance by Buyer and Parent XXX of each Transaction Document and the consummation of the Contemplated Transactions to which they are it is or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are XXX is a party have been, duly and validly executed and delivered by Buyer and Parent XXX and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent XXX enforceable against each of them it in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have Cakewalk has full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which they are it is or, at the Closing, will be, be a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are Cakewalk is or, at the Closing, will be, be a party have been duly and validly authorized and approved by Buyer and Parent Cakewalk, and no other acts by proceedings on the part of Cakewalk (or on behalf of Buyer or Parent any other person) are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent Cakewalk of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are Cakewalk is or, at the Closing, will be a party. This Agreement and has been and, at the Closing, the other Transaction Documents to which Buyer and Parent are Cakewalk is a party will have been, duly and validly executed and delivered by Buyer and Parent Cakewalk, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, constitute or will, will at the Closing, Closing constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent Cakewalk enforceable against each of them Cakewalk in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. (a) The Buyer and Parent have full has all necessary limited liability company power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This this Agreement and the other Transaction Documents to which it is party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which the Buyer is party and Parent the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of the Buyer, and no other limited liability company proceedings on the part of the Buyer are a necessary to authorize this Agreement or the other Transaction Documents to which it is party have been, or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Buyer and Parent and (assuming the valid Buyer, and, upon their execution and delivery thereof in accordance with the terms of this Agreement, each of the other Transaction Documents to which the Buyer is a party will have been duly and validly executed and delivered by the Buyer, and, assuming that this Agreement and such other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, Transaction Documents constitute valid and binding agreements of Buyer the Selling Entities party thereto, constitute valid and Parent binding agreements of the Buyer, enforceable against each of them the Buyer in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, moratorium or other similar Laws affecting the or relating to enforcement of creditors' ’ rights generally and except that the availability or general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full Connecture has all requisite power and authority to (a) execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which they are orit is a party, at Closing(b) to perform its obligations hereunder and thereunder, will be, and (c) consummate the transactions contemplated hereby and thereby. The execution and delivery by Connecture of this Agreement and the Ancillary Agreements to which it is a party and to consummate the Contemplated Transactions. Following the approval consummation by Connecture of the boards of directors of Parent transactions contemplated hereby and Buyer thereby, and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer Connecture of its obligations hereunder and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are orthereunder, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent all necessary action by the Board of Directors of Connecture, and no other acts by action on the part of the Board of Directors or on behalf shareholders of Buyer or Parent are necessary or Connecture is required to authorize the execution, delivery and performance by Buyer of this Agreement and Parent of each Transaction Document the Ancillary Agreements to which it is a party and the consummation by Connecture of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby and thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are Connecture is a party have beenbeen or will be, as applicable, duly and validly executed and delivered by Buyer Connecture and, assuming the due authorization and Parent and (assuming the valid execution and delivery thereof hereof by Sellers and/or the other parties thereto) constitutes, constitutes or will, at the Closing, will constitute, as the case may beapplicable, the a legal, valid and binding agreements obligation of Buyer and Parent Connecture, enforceable against each of them Connecture in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' ’ rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have has full power and authority to execute and deliver each Transaction Document Documents to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards board of directors of Parent and Buyer and Sub and the shareholders shareholder of the Buyer Sub with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are is necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are is a party have been, duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent enforceable against each of them in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer and Parent the Seller Parties of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This this Agreement and the other Transaction Documents to which Buyer either Seller Party is or will be a party, and Parent the consummation by the Seller Parties of the transactions contemplated hereby and thereby, are a party within the power of the Seller Parties and have been duly authorized by all necessary action by the Seller Parties, their boards of directors or managers and stockholders or members, as applicable, and no approval from any of the stockholders or members of the Seller Parties is required regarding the same that has not been obtained or given, as applicable. This Agreement has been, and each other Transaction Document (as applicable) when executed and delivered will be, duly and validly executed and delivered by Buyer and Parent and (each Seller Party and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto and thereto, this Agreement constitutes (and each other Transaction Document to which the Seller Parties (as applicable) constitutesare a party when executed will be) a valid, or will, at the Closing, constitute, as the case may be, the legal, valid legal and binding agreements agreement of Buyer and Parent such Seller Party, enforceable against each of them such Seller Party in accordance with their respective its terms, except subject, as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting to the enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' ’ rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)general equity principles.

Authority Relative to this Agreement. Buyer and Parent have Purchaser has full power and authority to execute and deliver this Agreement and each other Transaction Document to which they are or, at Closing, will be, it is a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer Purchaser of this Agreement and Parent of each the other Transaction Document Documents to which it is a party and the consummation by it of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent Purchaser's board of directors, and no other acts by or corporate proceedings on behalf the part of Buyer or Parent Purchaser are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent Purchaser of each this Agreement or the other Transaction Document and Documents to which Purchaser is a party or the consummation of the Contemplated Transactions to which they are or, at Closing, will be Purchaser is a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer and Parent and Purchaser and, (assuming the valid execution and delivery thereof of this Agreement by the other parties theretohereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements agreement of Buyer and Parent Purchaser, enforceable against each of them Purchaser in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent enforceable against each of them in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. Each of Buyer and Parent have has full power and authority to execute and deliver each Transaction Document to which they are it is or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are each of Buyer and/or Parent is or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent the board of directors thereof, as the case may be, and no other acts by or corporate proceedings on behalf the part of Buyer or and/or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and and/or Parent of each Transaction Document and or the consummation of the Contemplated Transactions to which they are Buyer and/or Parent is or, at Closing, will be a party. This Agreement and has been and, at Closing, the other Transaction Documents to which Buyer and and/or Parent are is a party will have been, duly and validly executed and delivered by Buyer and and/or Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent and/or Parent, enforceable against each of them Buyer and/or Parent in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by the Buyer and Parent Parties of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This this Agreement and the other Transaction Documents to which either Buyer Party is or will be a party, and Parent the consummation by the Buyer Parties of the transactions contemplated hereby and thereby, are a party within the power of the Buyer Parties and have been duly authorized by all necessary action by the Buyer Parties and their boards of trustees, and by the Member and its board of trustees, as applicable, and no approval from any other Person or Governmental Entity is required regarding the same that has not been obtained or given, as applicable. This Agreement has been, and each other Transaction Document (as applicable) when executed and delivered will be, duly and validly executed and delivered by each Buyer and Parent and (Party and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto and thereto, this Agreement constitutes (and each other Transaction Document to which the Buyer Parties (as applicable) constitutesare a party when executed will be) a valid, or will, at the Closing, constitute, as the case may be, the legal, valid legal and binding agreements agreement of the Buyer and Parent Parties, enforceable against each of them the Buyer Parties in accordance with their respective its terms, except subject, as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting to the enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' ’ rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)general equity principles.

Authority Relative to this Agreement. Buyer and Parent Following approval of the Shareholders of the Company, the Company will have full power power, capacity and authority to execute and deliver each Transaction Document document to which they are it is or, at Closing, will be, a party (the "Transaction Documents") and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer and Parent the Company of each Transaction Document and the consummation of the Contemplated Transactions to which they are orthe Company is, or at Closing, will be, a party will have been duly and validly authorized and approved by Buyer and Parent the Company and no other acts by or on behalf of Buyer or Parent are the Company will be necessary or required to authorize the execution, delivery and performance by Buyer and Parent the Company of each Transaction Document and the consummation of the Contemplated Transactions to which they are it is or, at Closing, will be be, a party. This Agreement and the other Transaction Documents to which Buyer and Parent are the Company is a party have been, been duly and validly executed and delivered by Buyer and Parent the Company and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, will constitute the legal, valid and binding agreements of Buyer and Parent the Company enforceable against each of them the Company in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full Subject to the receipt of the GXXX Shareholder Approval, each GXXX Party has the requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver each Transaction Document to which they are or, at Closing, will be, a party (b) carry out its obligations hereunder and thereunder and to consummate the Contemplated Transactionsapplicable Transactions (including the Merger). Following The execution and delivery by each GXXX Party of this Agreement and the approval other Transaction Agreements to which it is a party, and, following the receipt of the boards GXXX Shareholder Approval, the consummation by each GXXX Party of directors the applicable Transactions (including the Merger) have been duly and validly authorized by all requisite corporate action on the part of Parent such GXXX Party, and Buyer no other proceedings on the part of such Person are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each other Transaction Document and the consummation of the Contemplated Transactions Agreements to which they are or, at Closing, will be, each GXXX Party is a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (such GXXX Party and, assuming the valid due authorization, execution and delivery hereof and thereof by the other parties thereto) constituteseLMTree Parties, or will, at constitute the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligations of Buyer and Parent such GXXX Party enforceable against each of them it in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer The ------------------------------------ Purchaser and the Parent have the full power and authority to execute and deliver this Agreement and each other Transaction Document to which they are or, at Closing, will be, it is a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer the Purchaser and the Parent of each this Agreement and the other Transaction Document Documents to which it is a party, and the consummation by them of the Contemplated Transactions to which they are orTransactions, at Closing, will be, a party have been duly and validly authorized and approved by Buyer each of the Purchaser's and Parent the Parent's board of directors, and no other acts by corporate proceedings on the part of the Purchaser or on behalf of Buyer or the Parent are necessary or required to authorize the execution, execution and delivery by the Purchaser and performance by Buyer and the Parent of each this Agreement or the other Transaction Document and Documents to which the Purchaser or Parent is a party or the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partyTransaction. This Agreement and the other Transaction Documents to which Buyer and the Purchaser or the Parent are is a party have been, been duly and validly executed and delivered by Buyer and Parent the Purchaser or the Parent, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitute the legal, valid and binding agreements of Buyer the Purchaser and Parent the Parent, enforceable against each of them the Purchaser and the Parent in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and or other similar Laws laws affecting the enforcement of creditors' rights generally and except that for the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer Seller and Parent the Stockholder each have full power corporate power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which they are or, at Closing, will be, each is a party and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby (the "CONTEMPLATED TRANSACTIONS"). Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized by Seller and approved by Buyer and Parent the Stockholder and no other acts by proceedings on the part of Seller or on behalf of Buyer the Stockholder (or Parent are any other person) is necessary or required to authorize the execution, execution and delivery by Seller and performance by Buyer and Parent the Stockholder of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions Transactions. The consideration to which they are or, at Closing, will be a partyreceived by Seller represents the fair value of the Purchased Assets to be transferred to Buyer. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer Seller and Parent the Stockholder, and (assuming the valid execution and delivery thereof of this Agreement by the other parties theretohereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements agreement of Buyer and Parent such parties enforceable against each of them such parties in accordance with their respective terms, its terms except as such obligations and their enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer and Parent have has full limited ------------------------------------ liability company power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which they are or, at Closing, will be, it is a party and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect Ancillary Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the sole member of the Buyer and no other limited liability company proceedings on the part of the Buyer are necessary to authorize this Agreement or the Ancillary Agreements to which they are or, at Closing, will be, it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer the Buyer, and Parent assuming that this Agreement and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, Ancillary Agreements to which it is a party constitute valid and binding agreements of the Seller, subject to the receipt of the Buyer Required Regulatory Approvals and Parent the Seller Required Regulatory Approvals, constitute valid and binding agreements of the Buyer, enforceable against each of them the Buyer in accordance with their respective terms, except as that such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, moratorium or other similar Laws laws affecting the or relating to enforcement of creditors' rights generally and except that the availability or general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full has requisite corporate power and authority to: (a) execute, deliver and perform this Agreement and the other Ancillary Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver each Transaction Document to which they are or, at Closing, will be, a party (b) carry out its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery by Buyer of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect other Ancillary Agreements to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation by Buyer of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby and thereby have been duly and validly authorized and approved by Buyer and Parent all necessary corporate action on the part of Buyer, and no other acts by or action on behalf the part of Buyer or Parent are is necessary or required to authorize this Agreement or the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions other Ancillary Agreements to which they are or, at Closing, will be it is a partyparty or to consummate the transactions contemplated thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are it is a party have been, been duly and validly executed and delivered by Buyer and Parent and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) constitutesParties hereto, or will, at constitute the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligations of Buyer and Parent Buyer, enforceable against each of them Buyer in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, 520332.000001 25576304.5 moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer and Parent have Each Seller has full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which they are or, at Closing, will be, he or it is a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, such Seller is a party have been duly and validly authorized and approved by Buyer and Parent each Seller and no other acts by or proceedings on behalf the part of Buyer or Parent the Company are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent such Seller of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are or, at Closing, will be such Seller is a party. This Agreement and the other Transaction Documents to which Buyer and Parent are such Seller is a party have been, been duly and validly executed and delivered by Buyer and Parent each Seller, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitute the legal, valid and binding agreements of Buyer and Parent such Seller enforceable against each of them such Seller in accordance with their respective terms, terms except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer Each of the Companies and Parent have full the Shareholders has all requisite corporate right, power and authority or legal capacity, as applicable, to execute and deliver each the Transaction Document Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations thereunder and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect Transaction Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document its obligations thereunder and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized by all required corporate or other action on the part of the Companies and approved by Buyer and Parent the Shareholders and no other acts by corporate or other proceedings on behalf the part of Buyer the Companies or Parent the Shareholders are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of Documents to which it is a party or to consummate the Contemplated Transactions to which they are or, at Closing, will be a partyTransactions. This Agreement has been, and each of the other Transaction Documents to which Buyer and Parent are it is a party have beenwill be, duly and validly executed and delivered by Buyer each of the Companies and Parent the Shareholders and, assuming this Agreement has been, and (assuming each of the valid execution other Transaction Documents to which it is a party will be, duly authorized, executed and delivery thereof delivered by the other parties thereto) , this Agreement constitutes, or will, at and each of the Closing, other Transaction Documents to which it is a party will constitute, as the case may be, the a legal, valid and binding agreements obligation of Buyer each of the Companies and Parent the Shareholders, enforceable against each of them it in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the enforcement effect of creditors' rights generally statutory and except that the availability of equitable remedies is other Laws regarding fraudulent conveyances and preferential transfers and subject to the discretion of the court before which any limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have has full power and authority to execute and deliver this Agreement and each other Transaction Document to which they are it is or, at the Closing, will be, be a party and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are Buyer is or, at the Closing, will be, be a party have been duly and validly authorized and approved by Buyer and Parent the board of directors thereof and no other acts by or corporate proceedings on behalf the part of Buyer or Parent are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are it is or, at the Closing, will be a party. This Agreement and has been and, at the Closing, the other Transaction Documents to which Buyer and Parent are is a party will have been, been duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, constitutes or will, will at the Closing, Closing constitute, as the case may be, the legal, valid and binding agreements agreement of Buyer and Parent Buyer, enforceable against each of them Buyer in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer The Company and Parent each Seller have full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which they are or, at Closing, will be, it is a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, the Company and such Seller is a party have been duly and validly authorized and approved by Buyer and Parent the Company or such Seller and no other acts by proceedings on the part of the Company or on behalf of Buyer such Seller (or Parent any other person) are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent the Company or such Seller of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are or, at Closing, will be the Company or such Seller is a party. This When this Agreement and the other Transaction Documents to which Buyer and Parent are the Company or such Seller is a party have been, been duly and validly executed and delivered by Buyer and Parent the Company or such Seller, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, they will constitute the legal, valid and binding agreements of Buyer the Company and Parent such Seller enforceable against each of them the Company and such Seller in accordance with their respective terms, terms except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full Acquirer has all requisite right, power and authority to execute and deliver each the Transaction Document Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations thereunder and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect Transaction Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document its obligations thereunder and the consummation by it of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent all required corporate or other action on the part of Acquirer and no other acts by corporate or other proceedings on behalf the part of Buyer or Parent Acquirer are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of Documents to which it is a party or to consummate the Contemplated Transactions to which they are or, at Closing, will be a partyTransactions. This Agreement has been, and each of the other Transaction Documents to which Buyer and Parent are it is a party have beenwill be, duly and validly executed and delivered by Buyer Acquirer and, assuming this Agreement has been, and Parent each of the other Transaction Documents to which it is a party will be, duly authorized, executed and (assuming the valid execution and delivery thereof delivered by the other parties thereto) , this Agreement constitutes, or will, at and each of the Closing, other Transaction Documents to which it is a party will constitute, as the case may be, the a legal, valid and binding agreements obligation of Buyer and Parent Acquirer, enforceable against each of them it in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the enforcement effect of creditors' rights generally statutory and except that the availability of equitable remedies is other Laws regarding fraudulent conveyances and preferential transfers and subject to the discretion of the court before which any limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full Each of the Buyers has all necessary power and authority to execute and deliver this Agreement and each Transaction Document of the Related Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery by each of the boards Buyers of directors of Parent this Agreement and Buyer and the shareholders each of the Buyer with respect Related Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer each of the Buyers of its obligations under this Agreement and Parent each of each Transaction Document the Related Documents to which it is a party, and the consummation by each of the Contemplated Transactions Buyers of the transactions contemplated by this Agreement and each of the Related Documents to which they are orit is a party, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent all necessary corporate or partnership action and no other acts by corporate or partnership proceedings on behalf the part of Buyer or Parent the Buyers are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation this Agreement or any of the Contemplated Transactions Related Documents or to which they are or, at Closing, will be a partyconsummate the transactions contemplated hereby or thereby. This Agreement and each of the other Transaction Related Documents to which Buyer has been (or, when executed and Parent are a party delivered, will have been, ) duly and validly executed and delivered by Buyer and Parent and (each of the Buyers, to the extent each is a party thereto, and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto or thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements obligation of Buyer and Parent such Buyer, enforceable against each of them such Buyer in accordance with their respective its terms, except as such obligations and their enforceability enforcement may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws affecting the enforcement of laws relating to creditors' rights generally and except that by equitable principles to which the availability remedies of equitable remedies is subject to the discretion specific performance and injunctive and similar forms of the court before which any proceeding therefor may be brought (whether at law or in equity)relief are subject.

Authority Relative to this Agreement. Buyer and Parent have full has the requisite corporate power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver each Transaction Document to which they are or, at Closing, will be, a party (b) carry out its obligations hereunder and thereunder and to consummate the Contemplated Transactions. Following The execution and delivery by Parent of this Agreement and the other Transaction Agreements to which Parent is a party, and the consummation by Parent of the Transactions have been duly and validly authorized by all requisite corporate action on the part of Parent, and no other proceedings on the part of Parent are necessary to authorize this Agreement or the other Transaction Agreements to which Parent is a party or to consummate the transactions contemplated thereby, other than approval of the boards of directors of Parent and Buyer Shareholder Matters. This Agreement and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each other Transaction Document and the consummation of the Contemplated Transactions Agreements to which they are or, at Closing, will be, Parent is a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (and, assuming the valid due authorization, execution and delivery hereof and thereof by the other parties Parties hereto and thereto) constitutes, or will, at constitute the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligations of Buyer and Parent Parent, enforceable against each of them Parent in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer Each of Royal Ahold, Parent and Parent have full Purchaser has the requisite corporate power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party this Agreement and to consummate the Contemplated Transactionstransactions contemplated hereunder. Following the approval The execution and delivery of the boards of directors of this Agreement by Royal Ahold, Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated TransactionsPurchaser, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are ortransactions contemplated hereby, at Closing, will be, a party have been duly authorized by the Executive Board and validly authorized Supervisory Board of Royal Ahold and approved by Buyer the respective boards of directors of each of Parent and Purchaser, and by Parent as the sole stockholder of Purchaser, and no other acts by corporate proceeding on the part of Royal Ahold, Parent or on behalf of Buyer or Parent are necessary or Purchaser is required to authorize this Agreement or to consummate the executiontransactions contemplated hereunder, delivery and performance by Buyer and Parent of each Transaction Document other than the filing and the consummation recordation of the Contemplated Transactions to which they are or, at Closing, will be a partyCertificate of Merger in accordance with Delaware Law. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer each of Royal Ahold, Parent and Parent Purchaser and (assuming the due and valid authorization, execution and delivery thereof hereof by the other parties theretoCompany) constitutes, or will, at the Closing, constitute, as the case may be, the legal, constitutes a valid and binding agreements agreement of Buyer each of Royal Ahold, Parent and Parent Purchaser, enforceable against each of them Royal Ahold, Parent and Purchaser in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' laws, now or hereafter in effect, relating to creditor's rights generally and except that the availability (ii) equitable remedies of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Buyer and Parent have full Such Seller has all necessary power and authority to execute and deliver this Agreement and each Transaction Document of the Related Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery by such Seller (other than Xxxxxx) of this Agreement and each of the boards Related Documents to which it is a party, the performance by such Seller (other than Xxxxxx) of directors of Parent its obligations under this Agreement and Buyer and the shareholders each of the Buyer with respect Related Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation by such Seller (other than Xxxxxx) of the Contemplated Transactions transactions contemplated by this Agreement and each of the Related Documents to which they are or, at Closing, will be, it is a party have been duly and validly authorized and approved by Buyer and Parent all necessary corporate, partnership or limited liability company action and no other acts by corporate, partnership or limited liability company proceedings on behalf the part of Buyer or Parent such Seller (other than Xxxxxx) are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation this Agreement or any of the Contemplated Transactions Related Documents or to which they are or, at Closing, will be a partyconsummate the transactions contemplated hereby or thereby. This Agreement and each of the other Transaction Related Documents to which Buyer has been (or, when executed and Parent are a party delivered, will have been, ) duly and validly executed and delivered by Buyer and Parent and (such Seller, to the extent each is a party thereto, and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto or thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements obligation of Buyer and Parent such Seller, to the extent each is a party thereto, enforceable against each of them such Seller in accordance with their respective its terms, except as such obligations and their enforceability enforcement may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws affecting the enforcement of laws relating to creditors' rights generally and except that by equitable principles to which the availability remedies of equitable remedies is subject to the discretion specific performance and injunctive and similar forms of the court before which any proceeding therefor may be brought (whether at law or in equity)relief are subject.

Authority Relative to this Agreement. Buyer and Parent have full The Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. Following transactions contemplated hereby and thereby, provided the approval Purchaser Meeting Proposal (as defined herein) is approved as required by the Purchaser Stockholders at the Purchaser Stockholders' Meeting (as defined herein) pursuant to its certificate of the boards of directors of Parent and Buyer incorporation, bylaws and the shareholders Delaware General Corporation Law (the "Purchaser Stockholder Approval"). The execution and delivery of the Buyer with respect to the Contemplated Transactions, the execution, delivery this Agreement and performance by Buyer and Parent of each other Transaction Document to which it is a party by the Purchaser and the consummation by the Purchaser of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby and thereby have been duly and validly authorized and approved by Buyer and Parent all necessary corporate action (other than Purchaser Stockholder Approval), and no other acts by or corporate proceedings on behalf the part of Buyer or Parent the Purchaser are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each this Agreement or any other Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be the Purchaser is a partyparty or to consummate such transactions. This Agreement has been, and the each other Transaction Documents Document to which Buyer and Parent are it is a party have beenwill be, duly and validly executed and delivered by Buyer and Parent and (assuming the valid Purchaser. Assuming the due authorization, execution and delivery thereof by the other parties thereto) Company and the Shareholders, this Agreement constitutes, or will, at the Closing, and each other Transaction Document to which it is a party will constitute, as the case may be, the legal, valid and binding agreements obligations of Buyer and Parent the Purchaser, enforceable against each of them the Purchaser in accordance with their respective terms, except as such obligations and their to the extent that enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of or by general equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)principles.

Authority Relative to this Agreement. Buyer and Parent have full has all ------------------------------------ necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Document Documents to which they are orit is a party, at Closing, will be, to perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following The execution and delivery of this Agreement and each of the approval other Transaction Documents to which Parent is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or corporate proceedings on behalf the part of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent this Agreement or any of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the other Transaction Documents to which Parent are is a party have been, been (in the case of this Agreement) or shall be (in the case of the other Transaction Documents) duly and validly executed and delivered by Buyer and the Parent and (constitute or will constitute, assuming the valid due authorization, execution and delivery thereof hereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may beShareholder, the legalvalid, valid legal and binding agreements of Buyer and Parent enforceable against each of them Parent in accordance with their respective terms, except as such obligations and their enforceability may be limited by subject to any applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally and except that the availability or to general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer Each of Parent, Holdings and Parent have Merger Sub has full corporate power and authority to: (a) execute, deliver and perform this Agreement, and each ancillary document that Parent, Holdings or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver each Transaction Document to which they are or(b) carry out Parent’s, at ClosingHoldings’ and Merger Sub’s obligations hereunder and thereunder and, will be, a party and to consummate the Contemplated Transactionstransactions contemplated hereby. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation by Parent, Holdings and Merger Sub of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent, Holdings and approved Merger Sub (including the approval by Buyer and Parent their respective boards of directors), and no other acts by corporate proceedings on the part of Parent, Holdings or on behalf of Buyer or Parent Merger Sub are necessary or required to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery and performance by Buyer and other than the approval of the stockholders of Parent of each Transaction Document and the consummation of matters contained in the Contemplated Transactions to which they are or, at Closing, will be a partyMerger Proxy/Prospectus. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer Parent, Holdings and Parent and (Merger Sub and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) constituteshereto, or will, at constitutes the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligation of Buyer Parent, Holdings and Parent Merger Sub, enforceable against each of them Parent, Holdings and Merger Sub in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full The Company has all requisite corporate power and authority to execute and deliver each the Transaction Document Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations thereunder and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect Transaction Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document its obligations thereunder and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent all required corporate or other action on the part of the Company and no other acts by corporate or other proceedings on behalf the part of Buyer or Parent the Company are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of Documents to which it is a party or to consummate the Contemplated Transactions to which they are or, at Closing, will be a partyTransactions. This Agreement has been, and each of the other Transaction Documents to which Buyer and Parent are it is a party have beenwill be, duly and validly executed and delivered by Buyer the Company and, assuming this Agreement has been, and Parent each of the other Transaction Documents to which it is a party will be, duly authorized, executed and (assuming the valid execution and delivery thereof delivered by the other parties thereto) , this Agreement constitutes, or will, at and each of the Closing, other Transaction Documents to which it is a party will constitute, as the case may be, the a legal, valid and binding agreements obligation of Buyer and Parent the Company, enforceable against each of them it in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally generally, including the effect of statutory and except that the availability of equitable remedies is other Laws regarding fraudulent conveyances and preferential transfers and subject to the discretion of the court before which any limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding therefor may be brought (whether at law or in equity) (collectively, the "Bankruptcy and Equity Principles").

Authority Relative to this Agreement. Buyer and Parent have full SPAC has the requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each Transaction Agreement that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver each Transaction Document to which they are or, at Closing, will be, a party (b) carry out its obligations hereunder and thereunder and to consummate the Contemplated Transactions (including the Merger). The execution and delivery by SPAC of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by SPAC of the Transactions (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of SPAC, and no other proceedings on the part of SPAC are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the Transactions. Following the , other than approval of the boards of directors of Parent and Buyer SPAC Shareholder Matters. This Agreement and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each other Transaction Document and the consummation of the Contemplated Transactions Agreements to which they are or, at Closing, will be, SPAC is a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (SPAC and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) constitutesParties, or will, at constitute the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligations of Buyer and Parent SPAC enforceable against each of them SPAC in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer and Parent have full power and authority to execute and deliver this Agreement and each other Transaction Document to which they are it is or, at the Closing, will be, be a party and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are Buyer or Parent is or, at the Closing, will be, be a party have been duly and validly authorized and approved by Buyer and Parent the board of directors thereof and no other acts by or corporate proceedings on behalf the part of Buyer or Parent are necessary or required to authorize the execution, execution and delivery and performance by Buyer and or Parent of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are or, at Closing, will be it is a party. This Agreement and has been and, at the Closing, the other Transaction Documents to which Buyer and or Parent are is a party will have been, been duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, constitutes or will, will at the Closing, Closing constitute, as the case may be, the legal, valid and binding agreements agreement of Buyer and Parent Parent, enforceable against each of them Buyer or Parent, as the case may be, in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer Each Seller has all requisite power, authority and Parent have full power legal capacity to: (a) execute, deliver and authority to execute perform this Agreement and deliver each Transaction Document Ancillary Agreements to which they are orsuch Seller is a party, at Closing, will be, a party and (b) carry out its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery by each Seller of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect other Ancillary Agreements to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation by each Seller of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of each Seller, and no other proceedings on the part of either Seller is necessary to authorize this Agreement or the other Ancillary Agreements to which they are or, at Closing, will be, it is a party or to consummate the transactions contemplated thereby. This Agreement and the other Ancillary Agreements to which each Seller is a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (such Seller and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) constitutesParties hereto, or will, at constitute the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligations of Buyer and Parent each Seller, enforceable against each of them Seller in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer and Parent have has full corporate power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery by Parent of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect Ancillary Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by Parent of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby and thereby have been duly and validly authorized and approved by Buyer and Parent all necessary corporate action of Parent, and no other acts by or corporate action on behalf the part of Buyer or Parent are necessary or is required to authorize the execution, delivery and performance by Buyer of this Agreement and Parent of each Transaction Document the Ancillary Agreements to which it is a party and the consummation by Parent of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby and thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are is a party have beenbeen or will be, as applicable, duly and validly executed and delivered by Buyer and Parent and (and, assuming the valid due authorization, execution and delivery thereof hereof by the Company and/or the other parties thereto) constitutes, constitutes or will, at the Closing, will constitute, as the case may beapplicable, the a legal, valid and binding agreements obligation of Buyer and Parent Parent, enforceable against each of them Parent in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' ’ rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full The Company has all requisite corporate or similar power and authority to execute and deliver each the Transaction Document Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations thereunder and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect Transaction Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document its obligations thereunder and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent all required corporate or other action on the part of the Company and no other acts by corporate or other proceedings on behalf the part of Buyer or Parent the Company are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of Documents to which it is a party or to consummate the Contemplated Transactions to which they are or, at Closing, will be a partyTransactions. This Agreement has been, and each of the other Transaction Documents to which Buyer and Parent are it is a party have beenwill be, duly and validly executed and delivered by Buyer the Company and, assuming this Agreement has been, and Parent each of the other Transaction Documents to which it is a party will be, duly authorized, executed and (assuming the valid execution and delivery thereof delivered by the other parties thereto) , this Agreement constitutes, or will, at and each of the Closing, other Transaction Documents to which it is a party will constitute, as the case may be, the a legal, valid and binding agreements obligation of Buyer and Parent the Company, enforceable against each of them it in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the enforcement effect of creditors' rights generally statutory and except that the availability of equitable remedies is other Laws regarding fraudulent conveyances and preferential transfers and subject to the discretion of the court before which any limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding therefor may be brought (whether at law Law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Buyer and Parent have full has all necessary corporate power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This this Agreement and the other Transaction Documents to which it is party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which Xxxxx is party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer and Parent no other corporate proceedings on the part of Buyer are a necessary to authorize this Agreement or the other Transaction Documents to which it is party have been, or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Buyer and Parent and (assuming the valid Xxxxx, and, upon their execution and delivery thereof by in accordance with the terms of this Agreement, each of the other parties thereto) constitutesTransaction Documents to which Buyer is a party will have been duly and validly executed and delivered by Buyer, or willand, at the Closing, constitute, as the case may be, the legal, assuming that this Agreement and such other Transaction Documents to which Seller is a party constitute valid and binding agreements of Buyer Seller thereto, constitute valid and Parent binding agreements of Buyer, enforceable against each of them Buyer in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, moratorium or other similar Laws affecting the or relating to enforcement of creditors' ’ rights generally and except that the availability or general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full Each Company has all requisite corporate or similar power and authority to execute and deliver each the Transaction Document Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations thereunder and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect Transaction Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document its obligations thereunder and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent all required corporate or other action on the part of each Company and no other acts by corporate or other proceedings on behalf the part of Buyer or Parent either Company are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of Documents to which it is a party or to consummate the Contemplated Transactions to which they are or, at Closing, will be a partyTransactions. This Agreement has been, and each of the other Transaction Documents to which Buyer and Parent are it is a party have beenwill be, duly and validly executed and delivered by Buyer each Company and, assuming this Agreement has been, and Parent each of the other Transaction Documents to which it is a party will be, duly authorized, executed and (assuming the valid execution and delivery thereof delivered by the other parties thereto) , this Agreement constitutes, or will, at and each of the Closing, other Transaction Documents to which it is a party will constitute, as the case may be, the a legal, valid and binding agreements obligation of Buyer and Parent each Company, enforceable against each of them it in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the enforcement effect of creditors' rights generally statutory and except that the availability of equitable remedies is other Laws regarding fraudulent conveyances and preferential transfers and subject to the discretion of the court before which any limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding therefor may be brought (whether at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Buyer and Parent have Seller has full power power, ------------------------------------ capacity and authority to execute and deliver each Transaction Document to which they are orit is a party, at Closingto perform its obligations hereunder and thereunder, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated ------------ Transactions"). Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated TransactionsTransaction Documents, the execution------------ performance of Seller's obligations hereunder and thereunder, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, Seller is a party have been duly and validly authorized by the board of directors and approved by Buyer and Parent shareholders of Seller, and no other acts by corporate proceedings on the part of Seller (or on behalf of Buyer or Parent any other person) are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent Seller of each of the Transaction Document Documents, the performance of Seller's obligations hereunder and thereunder, or the consummation of the Contemplated Transactions to which they are or, at Closing, will be Seller is a party. This Agreement and Each of the other Transaction Documents to which Buyer and Parent are Seller is a party have been, been duly and validly executed and delivered by Buyer and Parent Seller and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements of Buyer and Parent Seller enforceable against each of them Seller in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer R&B and Parent each of the Members have full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which they are each is or, at the Closing, will be, be a party and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are R&B or any Member is or, at the Closing, will be, be a party have been duly and validly authorized and approved by Buyer and Parent R&B or such Member, as the case may be, and no other acts by proceedings on the part of R&B or on behalf of Buyer such Member (or Parent any other person) are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent R&B or such Member of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are R&B or such Member is or, at the Closing, will be a party. This Agreement and has been and, at the Closing, the other Transaction Documents to which Buyer and Parent are R&B or any Member is a party will have been, been duly and validly executed and delivered by Buyer and Parent R&B or such Member, as the case may be, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, constitute or will, will at the Closing, Closing constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent R&B or such Member enforceable against each of them R&B or such Member in accordance with their respective terms, terms except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have The Seller has full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document (as defined herein) to which they are or, at Closing, will be, it is a party and to consummate the Contemplated TransactionsAcquisition. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer the Seller of this Agreement and Parent of each the other Transaction Document Documents to which it is a party and the consummation by the Seller of the Contemplated Transactions to which they are or, at Closing, will be, a party Acquisition have been duly and validly authorized by the supervisory board and approved by Buyer and Parent the shareholders of the Seller, and no other acts by proceedings on the part of the Seller or on behalf any of Buyer the Companies (or Parent any other Person excluding the Purchaser) are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent the Seller of each this Agreement or any other Transaction Document and Documents to which it is a party or the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partyAcquisition. This Agreement and the other Transaction Documents to which Buyer and Parent are the Seller is a party have been, been duly and validly executed and delivered by Buyer and Parent the Seller and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitute the legal, valid and binding agreements of Buyer and Parent the Seller, enforceable against each of them it in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws (as defined herein) affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full Purchaser has the corporate power and authority to execute execute, deliver and deliver each Transaction Document perform this Agreement and the other Operative Documents to which they are or, at Closing, will be, it is a party and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following USC has the approval corporate power and authority to execute, deliver and perform the Pledge Agreement and to consummate the transactions contemplated thereby. The execution and delivery by Purchaser and USC of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect Operative Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are ortransactions contemplated hereby and thereby, at Closing, will be, a party have been duly and validly authorized by the Board of Directors of Purchaser and approved by Buyer and Parent USC, respectively, and no other acts by corporate proceedings on the part of Purchaser or on behalf of Buyer or Parent USC are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partywith respect thereto. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer Purchaser and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the constitutes a legal, valid and binding agreements obligation of Buyer and Parent Purchaser, enforceable against each of them it in accordance with their respective its terms, except as such obligations and their enforceability enforcement hereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar Laws laws affecting the enforcement of creditors' rights generally generally. The Pledge Agreement, when executed and delivered by USC, will constitute a legal, valid and binding obligation of USC, enforceable against USC in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar laws affecting enforcement of creditors' rights generally. As of the date hereof, to Purchaser's knowledge and except that as contemplated by this Agreement, Purchaser is not prohibited by any Tribunal or Contract or Agreement from acquiring the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)Company.

Authority Relative to this Agreement. Buyer and Parent have full DSSI has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Document Documents to which they are orit is a party, at Closing, will be, to perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery of this Agreement and each of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect other Transaction Documents to the Contemplated Transactionswhich DSSI is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are ortransactions contemplated hereby and thereby, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent the board of directors of DSSI, DSSI has delivered to Endan duly adopted resolutions of its Board of Directors authorizing the same, and no other acts by or corporate proceedings on behalf the part of Buyer or Parent DSSI are necessary or required to authorize the execution, delivery and performance by Buyer and Parent this Agreement or any of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer it is a party or to consummate the transactions contemplated hereby and Parent are thereby. This Agreement and each of the other Transaction Documents to which DSSI is a party have been, been (in the case of this Agreement) or shall be (in the case of the other Transaction Documents) duly and validly executed and delivered by Buyer DSSI and Parent and (constitute or will constitute, assuming the valid due authorization, execution and delivery thereof hereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legalvalid, valid legal and binding agreements of Buyer and Parent DSSI enforceable against each of them DSSI in accordance with their respective terms, except as such obligations and their enforceability may be limited by subject to any applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally and except that the availability or to general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full The Seller has all requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that the Seller has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver each Transaction Document to which they are or, at Closing, will be, a party (b) carry out the Seller’s obligations hereunder and thereunder and to consummate the Contemplated TransactionsTransactions (including the Mergers). Following The execution and delivery by the approval Seller of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect other Transaction Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by the Seller of the Contemplated Transactions (including the Mergers) have been duly and validly authorized by all requisite action on the part of the Seller, and no other proceedings on the part of the Seller are necessary to authorize this Agreement or to consummate the Transactions. This Agreement and the other Transaction Agreements to which they are or, at Closing, will be, it is a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (the Seller and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) constitutesParties, or will, at constitute the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligations of Buyer and Parent the Seller, enforceable against each of them the Seller in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer and Parent have Seller has full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which they are it is or, at the Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are Seller is or, at the Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent Seller, and no other acts by on the part of Seller (or on behalf of Buyer or Parent any other person, except as provided in Section 2.2) are necessary or required to authorize the execution, delivery and performance by Buyer and Parent Seller of each Transaction Document and or the consummation of the Contemplated Transactions to which they are orSeller is, or at Closingthe Closing will be, will be a party. This Agreement and has been and, at the Closing, the other Transaction Documents to which Buyer and Parent are Seller is a party will have been, duly and validly executed and delivered by Buyer and Parent Seller, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, constitute or will, at the Closing, constitute, as the case may be, constitute the legal, valid and binding agreements of Buyer and Parent Seller, enforceable against each of them Seller in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law Law or in equity).

Authority Relative to this Agreement. Buyer and Parent have It has the full corporate power and authority to execute and deliver each Transaction Document this Agreement and all other agreements and instruments contemplated hereby or related hereto to which they are or, at Closing, will be, a party be executed and delivered by it and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery of the boards of directors of Parent this Agreement and Buyer all other agreements and the shareholders of the Buyer with respect instruments contemplated hereby or related hereto to the Contemplated Transactionsbe executed and delivered by it, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are ortransactions contemplated hereby and thereby, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts all necessary corporate action by it including, without limitation, any vote, consent or on behalf approval of Buyer any stockholder of any Assignor that may be required by applicable law or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions any agreement to which they are or, at Closing, will be it is a party. This Agreement has been duly executed and the delivered by each Assignor and this Agreement and all other Transaction Documents agreements and instruments contemplated hereby or related hereto to which Buyer be executed and Parent are a party delivered by any Assignor have been, been or will be duly and validly executed and delivered by Buyer it and, assuming that each of this Agreement and Parent such other agreements and (assuming the valid execution and delivery thereof instruments contemplated hereby or related hereto executed or to be executed by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the Assignee constitutes a legal, valid and binding agreement of Assignee, each of this Agreement and such other agreements of Buyer and Parent instruments constitutes or will constitute, when executed and delivered by it, its legal, valid and binding agreement, enforceable against each of them it in accordance with their respective its terms, except as such obligations subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights and remedies generally and except that the availability to general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have Such Seller has full power ------------------------------------ power, capacity and authority to execute and deliver each Transaction Document to which they are orit is a party, at Closing, will be, a party to perform his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated TransactionsTransaction -------------------------- Documents, the executionperformance of such Seller's obligations hereunder and thereunder, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, such Seller is a party have been duly and validly authorized and approved by Buyer and Parent the members of the Company, and no other acts by Company proceedings (or on behalf proceedings of Buyer or Parent any other person) are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent such Seller of each of the Transaction Document Documents, the performance of such Seller's obligations hereunder and thereunder, or the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partyTransactions. This Agreement and Each of the other Transaction Documents to which Buyer and Parent are such Seller is a party have been, been duly and validly executed and delivered by Buyer and Parent such Seller and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements of Buyer and Parent such Seller enforceable against each of them such Seller in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have The Purchaser has full corporate power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following The execution and delivery by the approval Purchaser of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect Ancillary Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by the Purchaser of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby and thereby have been duly and validly authorized and approved by Buyer and Parent all necessary action by the board of directors of the Purchaser, and no other acts by or action on behalf the part of Buyer or Parent are necessary or the board of directors of the Purchaser is required to authorize the execution, delivery and performance by Buyer of this Agreement and Parent of each Transaction Document the Ancillary Agreements to which the Purchaser is a party and the consummation by the Purchaser of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby and thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are the Purchaser is a party have beenbeen or will be, as applicable, duly and validly executed and delivered by Buyer and Parent and (the Purchaser and, assuming the due and valid authorization, execution and delivery thereof hereof (and, in the case of the Ancillary Agreements to which the Company and/or the other parties is or are a party, thereof) by the Company and/or the other parties thereto) constitutes, each constitutes or will, at the Closing, will constitute, as the case may beapplicable, the a legal, valid and binding agreements obligation of Buyer and Parent the Purchaser enforceable against each of them the Purchaser in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer Parent with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent enforceable against each of them in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full (a) The Company has all requisite corporate power and authority to: (i) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver each Transaction Document to which they are or, at Closing, will be, a party (ii) carry out the Company’s obligations hereunder and thereunder and to consummate the Contemplated TransactionsTransactions to which it is a party. Following The execution and delivery by the approval Company of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect other Transaction Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by the Company of the Contemplated Transactions to which they are or, at Closing, will be, it is a party have been duly and validly authorized by all requisite action on the part of the Company, and, except for receipt of the Company Shareholder Approval and approved by Buyer and Parent and the approvals described in Section 4.7(b), no other acts by or company proceedings on behalf the part of Buyer or Parent the Company are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be it is a party. This Agreement and the other Transaction Documents Agreements to which Buyer and Parent are it is a party have been, been (or will be) duly and validly executed and delivered by Buyer and Parent and (the Company and, assuming the valid due authorization, execution and delivery hereof and thereof by the other Persons parties hereto or thereto) constitutes, constitute (or will, at the Closing, will constitute, upon execution thereof, as applicable) the case may be, the legal, valid legal and binding agreements obligations of Buyer and Parent the Company, enforceable against each of them the Company in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer and Parent have The Company has ------------------------------------ full power and authority to execute and deliver this Agreement and each other Transaction Document to which they are or, at Closing, it is or will be, be a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer the Company of this Agreement and Parent of each the other Transaction Document Documents to which it is or will be a party and the consummation by it of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer the Company's stockholders and Parent board of directors, and no other acts by proceedings on the part of the Company (or on behalf of Buyer or Parent any other Person) are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent the Company of each this Agreement or the other Transaction Document and Documents to which it is or will be a party or the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partyTransactions. This Agreement and the other Transaction Documents to which Buyer and Parent are the Company is or will be a party have been, or when executed and delivered will be, duly and validly executed and delivered by Buyer and Parent the Company and (assuming the valid execution and delivery thereof by the other parties thereto) constitutesconstitute, or will, at the Closing, will constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent the Company enforceable against each of them the Company in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer Each of Parent and Parent have Merger Sub has full corporate power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval of the boards of directors of The execution and delivery by Parent and Buyer Merger Sub of this Agreement and the shareholders of the Buyer with respect Ancillary Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by Parent and Merger Sub of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of Parent and approved by Buyer and Parent Merger Sub, and no other acts by corporate action on the part of Parent or on behalf of Buyer or Parent are necessary or Merger Sub is required to authorize the execution, delivery and performance by Buyer of this Agreement and Parent of each Transaction Document the Ancillary Agreements to which it is a party and the consummation by Parent and Merger Sub of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby and thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer Parent and Parent are Merger Sub is a party have beenbeen or will be, as applicable, duly and validly executed and delivered by Buyer and Parent and (Merger Sub, as applicable, and, assuming the valid due authorization, execution and delivery thereof hereof by the Company and/or the other parties thereto) constitutes, constitutes or will, at the Closing, will constitute, as the case may beapplicable, the a legal, valid and binding agreements obligation of Buyer Parent and Parent Merger Sub, as applicable, enforceable against each of them Parent and Merger Sub in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' ’ rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer and Parent have has full limited liability company power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which they are or, at Closing, will be, it is a party and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect Ancillary Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the sole member of the Buyer and no other limited liability company proceedings on the part of the Buyer are necessary to authorize this Agreement or the Ancillary Agreements to which they are or, at Closing, will be, it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer the Buyer, and Parent assuming that this Agreement and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, the legal, Ancillary Agreements to which it is a party constitute valid and binding agreements of the Seller, subject to the receipt of the Buyer Required Regulatory Approvals and Parent the Seller Required Regulatory Approvals, constitute valid and binding agreements of the Buyer, enforceable against each of them the Buyer in accordance with their respective terms, except as that such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, moratorium or other similar Laws laws affecting the or relating to enforcement of creditors' rights generally and except that the availability or general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full (a) The Company has all requisite corporate power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver each Transaction Document to which they are or, at Closing, will be, a party (b) carry out the Company’s obligations hereunder and thereunder and to consummate the Contemplated TransactionsTransactions to which it is a party. Following The execution and delivery by the approval Company of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect other Transaction Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by the Company of the Contemplated Transactions to which they are or, at Closing, will be, it is a party have been duly and validly authorized by all requisite action on the part of the Company, and, except for receipt of the approval of the Company Shareholder as required by the Companies Act and approved by Buyer and Parent and the approvals described in Section 4.6(b), no other acts by or proceedings on behalf the part of Buyer or Parent the Company are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be it is a party. This Agreement and the other Transaction Documents Agreements to which Buyer and Parent are it is a party have been, been duly and validly executed and delivered by Buyer and Parent and (the Company and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) constitutesParties, or will, at constitute the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligations of Buyer and Parent the Company, enforceable against each of them the Company in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer Each of Parent and Parent have Merger Sub has full corporate power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which they are orit is a party, at Closing, will be, a party to perform its respective obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval of the boards of directors of The execution and delivery by Parent and Buyer Merger Sub of this Agreement and the shareholders of the Buyer with respect Ancillary Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by Parent and Merger Sub of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and approved shareholder action by Buyer Parent and Parent Merger Sub, and no other acts by corporate action on the part of Parent or on behalf of Buyer or Parent are necessary or Merger Sub is required to authorize the execution, delivery and performance by Buyer of this Agreement and Parent of each Transaction Document the Ancillary Agreements to which it is a party and the consummation by Parent and Merger Sub of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby and thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are or Merger Sub is a party have beenbeen or will be, as applicable, duly and validly executed and delivered by Buyer and Parent and (to Merger Sub, as applicable, and, assuming the valid due authorization, execution and delivery thereof hereof by the Company and/or the other parties thereto) constitutes, constitutes or will, at the Closing, will constitute, as the case may beapplicable, the a legal, valid and binding agreements obligation of Buyer and Parent or Merger Sub, as applicable, enforceable against each of them Parent or Merger Sub, as applicable, in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have Subject to the prior approval of the Commission being received before a sale can lawfully take place, Seller has full power and authority (corporate and otherwise) to execute execute, deliver and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the perform this Agreement (including execution, delivery and performance of the operative documents to which Seller is a party) and to consummate the transactions contemplated herein, subject to the conditions to Closing set forth in this Agreement. The execution and delivery by Buyer Seller of this Agreement and Parent of each Transaction Document the operative documents, and the consummation of the Contemplated Transactions transactions will not violate Seller’s organization documents or to which they are orthe Knowledge of Seller other obligations, at Closing, will be, a party have been or will be duly and validly authorized by the Board of Directors of Seller and approved by Buyer and Parent the shareholders of Seller in accordance with applicable law, and no other acts by or corporate proceedings on behalf the part of Buyer or Parent Seller are necessary with respect thereto and no additional consents or required approvals other than those provided for herein are to authorize the execution, delivery and performance by Buyer and Parent Knowledge of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partySeller required. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer Seller and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements obligation of Buyer and Parent Seller enforceable against each of them Seller in accordance with their respective terms, its terms except as such obligations and their enforceability the same may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles (regardless of whether enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether at law or in equity). Seller will take, and cause to be taken, all corporate action that is necessary for Seller to complete the transactions to be completed by Seller pursuant to this Agreement.

Authority Relative to this Agreement. Buyer and Parent have full Other than the Shareholder Approval, each of the Sellers has the corporate power and authority to execute enter into this Agreement and deliver each Transaction Document the Ancillary Agreements to which they are or, at Closing, will be, a such Seller is to be party and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect Ancillary Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which such Seller is to be party and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby and thereby have been duly and validly authorized and approved by Buyer and Parent and the Board of Directors of each of the Sellers and, other than the Shareholder Approval, no other acts by or corporate proceedings on behalf the part of Buyer or Parent the Sellers are necessary or required to authorize this Agreement or the execution, delivery Ancillary Agreements or to consummate the transactions contemplated hereby and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partythereby. This Agreement has been, and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are such Seller is to be a party have beenwill be at the Closing, duly and validly executed and delivered by Buyer each of the Sellers and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutesconstitute, or will, will constitute at the Closing, constituteassuming this Agreement constitutes, as and the case may beAncillary Agreements to which such Seller is to be party will constitute at the Closing, legal, valid, binding and enforceable agreements of the Buyer, legal, valid and binding agreements of Buyer and Parent each of the Sellers, enforceable against each of them in accordance with their respective terms, except as such obligations and their enforceability may be limited limited, (a) by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability (b) by general principles of equitable remedies equity (regardless of whether enforcement is subject to the discretion of the court before which any proceeding therefor may be brought (whether sought in equity or at law or in equitylaw).

Authority Relative to this Agreement. Buyer Each of Parent and Parent have full Merger Sub has the requisite power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. Following Other than the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance adoption by Buyer and Parent of each Transaction Document and this Agreement (following its execution) in Parent’s capacity as the consummation sole stockholder of the Contemplated Transactions to which they are orMerger Sub, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This this Agreement and the other Transaction Ancillary Documents to which Buyer and Parent are or Merger Sub is a party have been, duly and validly executed and delivered the performance by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constituteMerger Sub, as the case may be, of its obligations hereunder and thereunder have been duly authorized by all requisite action on the part of Parent and Merger Sub. This Agreement and the Ancillary Documents to which Parent or Merger Sub is a party have been duly executed and delivered by Parent or Merger Sub, as the case may be, and, assuming this Agreement and such Ancillary Documents constitute the valid and binding obligation of the other parties hereto and thereto, constitute the legal, valid and binding agreements obligations of Buyer Parent and Parent Merger Sub (to the extent they are a party thereto), enforceable against each of them in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors' rights creditors generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)by general equity principles.

Authority Relative to this Agreement. Buyer and Parent have Purchaser has full corporate power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery by Purchaser of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect Ancillary Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by Purchaser of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby and thereby have been duly and validly authorized and approved by Buyer and Parent all necessary corporate action of Purchaser, and no other acts by or corporate action on behalf the part of Buyer or Parent are necessary or Purchaser is required to authorize the execution, delivery and performance by Buyer of this Agreement and Parent of each Transaction Document the Ancillary Agreements to which it is a party and the consummation by Purchaser of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby and thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are Purchaser is or will become a party have beenbeen or will be, as applicable, duly and validly executed and delivered by Buyer and Parent and (Purchaser and, assuming the valid due authorization, execution and delivery thereof by hereof (and in the other parties theretocase of the Ancillary Agreements to which the Company and/or AE is a party, thereof) constitutesby, and enforceability against, the Company and/or AE, each constitutes or will, at the Closing, will constitute, as the case may beapplicable, the a legal, valid and binding agreements obligation of Buyer and Parent Purchaser, enforceable against each of them Purchaser in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' ’ rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Each of Buyer and Parent have has full power and authority to execute and deliver this Agreement and each other Transaction Document to which they are it is or, at the Closing, will be, be a party and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are each of Buyer and Parent is or, at the Closing, will be, be a party have been duly and validly authorized and approved by Buyer and Parent the board of directors thereof and no other acts by or corporate proceedings on behalf the part of Buyer or Parent are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are or, at Closing, will be either is a party. This Agreement and has been and, at the Closing, the other Transaction Documents to which each of Buyer and Parent are is a party will have been, been duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, constitutes or will, will at the Closing, Closing constitute, as the case may be, the legal, valid and binding agreements agreement of Buyer and Parent Parent, enforceable against each of them Buyer or Parent, as the case may be, in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full has the requisite corporate power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver each Transaction Document to which they are or, at Closing, will be, a party (b) carry out its obligations hereunder and thereunder and to consummate the Contemplated Transactions. Following The execution and delivery by Parent of this Agreement and the other Transaction Agreements to which each of them is a party, and the consummation by Parent of the Transactions have been duly and validly authorized by all requisite corporate action on the part of Parent, and no other proceedings on the part of Parent are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the transactions contemplated thereby, other than approval of the boards of directors of Parent and Buyer Stockholder Matters. This Agreement and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each other Transaction Document and the consummation of the Contemplated Transactions Agreements to which they are or, at Closing, will be, Parent is a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (and, assuming the valid due authorization, execution and delivery hereof and thereof by the other parties Parties hereto and thereto) constitutes, or will, at constitute the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligations of Buyer and Parent Parent, enforceable against each of them Parent in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer and Parent have full has all necessary power and authority to execute and deliver each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This this Agreement and the other Transaction Documents to which it is party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which Xxxxx is party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors or equivalent governing body of Buyer, and no other corporate proceedings on the part of Buyer and Parent are a necessary to authorize this Agreement or the other Transaction Documents to which it is party have been, or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Buyer and Parent and (assuming the valid Xxxxx, and, upon their execution and delivery thereof by in accordance with the terms of this Agreement, each of the other parties thereto) constitutesTransaction Documents to which Buyer is a party will have been duly and validly executed and delivered by Buyer, or willand, at the Closing, constitute, as the case may be, the legal, assuming that this Agreement and such other Transaction Documents constitute valid and binding agreements of Buyer the Selling Entities party thereto, constitute valid and Parent binding agreements of Buyer, enforceable against each of them Buyer in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, moratorium or other similar Laws affecting the or relating to enforcement of creditors' ’ rights generally and except that the availability or general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have The Purchaser has full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document (as defined herein) to which they are or, at Closing, will be, it is a party and to consummate the Contemplated Transactions. Following Acquisition (including the approval issuance of the boards of directors of Parent and Buyer Acquisition Shares and the shareholders of the Buyer with respect to the Contemplated Transactions, the Pledged Shares).. The execution, delivery and performance by Buyer the Purchaser of this Agreement and Parent of each the other Transaction Document Documents to which it is a party and the consummation by the Purchaser of the Contemplated Transactions to which they are or, at Closing, will be, a party Acquisition (including the issuance of the Acquisition Shares and the Pledged Shares) have been duly and validly authorized and approved by Buyer and Parent the board of directors of the Purchaser, and no other acts by or proceedings on behalf the part of Buyer or Parent the Purchaser are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent the Purchaser of each this Agreement or any other Transaction Document and Documents to which it is a party or the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party16 Acquisition (including the issuance of the Acquisition Shares and the Pledged Shares). This Agreement and the other Transaction Documents to which Buyer and Parent are the Purchaser is a party have been, been duly and validly executed and delivered by Buyer and Parent the Purchaser, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitute the legal, valid and binding agreements of Buyer and Parent the Purchaser, enforceable against each of them it in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws (as defined herein) affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. Each of Premier and Buyer and Parent have has full power and authority to execute and deliver this Agreement and each other Transaction Document to which they are it is or, at the Closing, will be, be a party and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are Premier or Buyer is or, at the Closing, will be, be a party have been duly and validly authorized and approved by Buyer and Parent the board of directors thereof and no other acts by corporate proceedings on the part of Premier or on behalf of Buyer or Parent are necessary or required to authorize the execution, execution and delivery and performance by Premier or Buyer and Parent of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are it is or, at the Closing, will be a party. This Agreement and has been and, at the Closing, the other Transaction Documents to which Premier or Buyer and Parent are is a party will have been, been duly and validly executed and delivered by Premier and Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, constitutes or will, will at the Closing, Closing constitute, as the case may be, the legal, valid and binding agreements agreement of Buyer Premier and Parent Buyer, enforceable against each of them Premier or Buyer in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full The Company has all requisite power and authority to execute to: (a) execute, deliver and deliver each perform this Agreement and the other Transaction Document Agreements to which they are or, at Closing, will be, it is a party party; and (b) carry out the Company’s obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case, subject to the consents, approvals, authorizations and other requirements described in Section 5.05. Following The execution and delivery by the approval Company of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect other Transaction Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by the Company of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized by all requisite action, including approval by the board of managers of the Company and approved by Buyer the Seller Approval and Parent Waiver, and no other acts by or limited liability company proceeding on behalf the part of Buyer or Parent are the Company is necessary or required to authorize this Agreement, the execution, delivery and performance by Buyer and Parent of each other Transaction Document Agreements and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partyTransactions. This Agreement and the other Transaction Documents to which Buyer Agreements executed and Parent are a party delivered by the Company as of the date hereof have been, and the other Transaction Agreements executed and delivered by the Company at or prior to the Closing shall be, duly and validly executed and delivered by Buyer and Parent the Company and (assuming the valid due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitute the legal, valid and binding agreements obligation of Buyer and Parent the Company, enforceable against each of them the Company in accordance with their respective terms, except as such obligations subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and their enforceability may be limited by applicable bankruptcy and other similar Laws Legal Requirements affecting the enforcement of creditors' ’ rights generally and except that subject, as to enforceability, to general principles of equity (collectively, the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity“Remedies Exception”).

Authority Relative to this Agreement. Buyer and Parent At the Closing, the Company will have full power power, capacity and authority to execute and deliver each Transaction Document to which they are it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer the Company and Parent Seller of each Transaction Document and the consummation of the Contemplated Transactions to which they are orthe Company and/or Seller are, or at Closing, will be, a party will have been duly and validly authorized by the Company and approved by Buyer and Parent Seller and no other acts by or on behalf of Buyer the Company or Parent are Seller will be necessary or required to authorize the execution, delivery and performance by Buyer each of the Company and Parent Seller of each Transaction Document and the consummation of the Contemplated Transactions to which they are it, he or she, is or, at Closing, will be be, a party. This Agreement and the other Transaction Documents to which Buyer and Parent are the Company or Seller is a party have been, been duly and validly executed and delivered by Buyer and Parent the Company or Seller, respectively, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, will constitute the legal, valid and binding agreements of Buyer the Company and Parent Seller, respectively, enforceable against each of them the Company and Seller in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have The Company has full power and authority to execute and deliver each Transaction Document this Agreement and the other agreements of which forms are attached as exhibits hereto (the “Ancillary Agreements”) to which they are orthe Company is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following The execution and delivery by the approval Company of this Agreement and the Ancillary Agreements to which the Company is a party, the consummation by the Company of the boards of directors of Parent transactions contemplated hereby and Buyer thereby, and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer the Company of its obligations hereunder and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party thereunder have been duly and validly authorized and approved by Buyer and Parent all necessary action of the Company and no other acts by or further action is required on behalf the part of Buyer or Parent are necessary or required the Company to authorize this Agreement or the execution, delivery and performance by Buyer and Parent of each Transaction Document and Ancillary Agreements to which the Company is a party or the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby or thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are the Company is a party have beenbeen or will be, as applicable, duly and validly executed and delivered by Buyer and Parent and (the Company and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto and thereto) constitutes, each constitutes or will, at the Closing, will upon such due execution and delivery constitute, as the case may beapplicable, the a legal, valid and binding agreements obligation of Buyer and Parent the Company enforceable against each of them the Company in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' ’ rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Each of Buyer and Parent have has full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which they are or, at Closing, will be, it is a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, each of Buyer and/or Parent is a party have been duly and validly authorized and approved by Buyer and Parent the board of directors thereof and no other acts by or corporate proceedings on behalf the part of Buyer or and/or Parent are necessary or required to authorize the execution, delivery and performance by each of Buyer and and/or Parent of each Transaction Document and or the consummation of the Contemplated Transactions to which they are or, at Closing, will be it is a party. This Agreement and the other Transaction Documents to which Buyer and and/or Parent are is a party have been, duly and validly executed and delivered by Buyer and Parent and/or Parent, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements of Buyer and Parent and/or Parent, enforceable against each of them Buyer and/or Parent in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have has full corporate power and authority to execute and deliver each Transaction Document this Agreement and the agreements ancillary thereto (the "Ancillary Agreements") to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery by Buyer of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect Ancillary Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by Buyer of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby and thereby have been duly and validly authorized and approved by Buyer and Parent all necessary action by the Board of Directors of Buyer, and no other acts by or action on behalf the part of the Board of Directors of Buyer or Parent are necessary or is required to authorize the execution, delivery and performance by Buyer of this Agreement and Parent of each Transaction Document the Ancillary Agreements to which it is a party and the consummation by Buyer of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby and thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are is a party have beenbeen or will be, as applicable, duly and validly executed and delivered by Buyer and Parent and (and, assuming the valid due authorization, execution and delivery thereof hereof by the other parties thereto) constitutesCompany, constitutes or will, at the Closing, will constitute, as the case may beapplicable, the a legal, valid and binding agreements obligation of Buyer and Parent enforceable against each of them Buyer in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full Each of the Buyers has all necessary power and authority to execute and deliver this Agreement and each Transaction Document of the Related Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery by each Buyer of this Agreement and each of the boards Related Documents to which it is a party, the performance by each Buyer of directors of Parent its obligations under this Agreement and Buyer and the shareholders each of the Buyer with respect Related Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation by each Buyer of the Contemplated Transactions transactions contemplated by this Agreement and each of the Related Documents to which they are or, at Closing, will be, it is a party have been duly and validly authorized and approved by Buyer and Parent all necessary action and no other acts by or on behalf of Buyer or Parent proceedings are necessary or required on the part of the Buyers to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation this Agreement or any of the Contemplated Transactions Related Documents or to which they are or, at Closing, will be a partyconsummate the transactions contemplated hereby or thereby. This Agreement and each of the other Transaction Related Documents to which Buyer has been (or, when executed and Parent are a party delivered, will have been, ) duly and validly executed and delivered by Buyer and Parent and (each Buyer, to the extent each is a party thereto, and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto or thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements obligation of Buyer and Parent each Buyer, to the extent each is a party thereto, enforceable against each of them such Buyer in accordance with their respective its terms, except as such obligations and their enforceability enforcement may be limited by applicable bankruptcy and bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of laws relating to creditors' rights generally and except that by equitable principles to which the availability remedies of equitable remedies is subject to the discretion specific performance and injunctive and similar forms of the court before which any proceeding therefor may be brought (whether at law or in equity)relief are subject.

Authority Relative to this Agreement. Buyer and Parent have (a) The Company has full power and authority to execute and deliver each Transaction Document this Agreement and the other agreements of which forms are attached as exhibits hereto (the "Ancillary Agreements") to which they are orthe Company is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following The execution and delivery by the approval Company of this Agreement and the Ancillary Agreements to which the Company is a party, the consummation by the Company of the boards of directors of Parent transactions contemplated hereby and Buyer thereby, and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer the Company of its obligations hereunder and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party thereunder have been duly and validly authorized and approved by Buyer and Parent all necessary action of the Company and no other acts by or further action is required on behalf the part of Buyer or Parent are necessary or required the Company to authorize this Agreement or the execution, delivery and performance by Buyer and Parent of each Transaction Document and Ancillary Agreements to which the Company is a party or the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby or thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are the Company is a party have beenbeen or will be, as applicable, duly and validly executed and delivered by Buyer and Parent and (the Company and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto and thereto) constitutes, each constitutes or will, at the Closing, will upon such due execution and delivery constitute, as the case may beapplicable, the a legal, valid and binding agreements obligation of Buyer and Parent the Company enforceable against each of them the Company in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer Qorus and Parent KRM Fund have full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Qorus has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver each Transaction Document to which they are or(ii) carry out their obligations hereunder and thereunder and, at Closing, will be, a party and to consummate the Contemplated Transactionstransactions contemplated hereby (including the Transaction). Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation by Qorus of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby (including the Transaction) have been duly and validly authorized by all necessary corporate action on the part of Qorus (including the approval by its Board of Directors) and approved on the part of KRM Fund (by Buyer and Parent its Board of Managers), and no other acts by or corporate proceedings on behalf the part of Buyer or Parent Qorus are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, has been duly and validly executed and delivered by Buyer Qorus and Parent and (KRM Fund and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) constituteshereto, or will, at constitutes the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligation of Buyer Qorus and Parent KRM Fund, enforceable against each of them in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' rights generally and except that by general principles of equity and public policy. Upon the availability of equitable remedies is subject Stockholder Approval, which in any case shall be required to have occurred subsequent to the discretion Closing, the Series A Preferred Stock will be convertible into duly authorized, validly issued, fully paid and non-assessable shares of the court before which any proceeding therefor may be brought (whether at law or in equity)Qorus' Common Stock.

Authority Relative to this Agreement. Buyer and Parent have full Subject to the receipt of the Company Stockholder Approval, the Company has all requisite corporate power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver each Transaction Document to which they are or, at Closing, will be, a party (b) carry out the Company’s obligations hereunder and thereunder and to consummate the Contemplated TransactionsTransactions (including the Starship Merger). Following The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company of the Transactions (including the Starship Merger) have been duly and validly authorized by all requisite action on the part of the Company (including the approval by its board of directors and, following receipt of the approval of the boards stockholders of directors the Company as required by the DGCL, the stockholders of Parent the Company), and Buyer no other proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions. This Agreement and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each other Transaction Document and the consummation of the Contemplated Transactions Agreements to which they are or, at Closing, will be, it is a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (the Company and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) constitutesParties, or will, at constitute the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligations of Buyer and Parent the Company, enforceable against each of them the Company in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer and Parent At the Closing, OFH will have full power power, capacity and authority to execute and deliver each Transaction Document to which they are it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer OFH and Parent the Stakeholders of each Transaction Document and the consummation of the Contemplated Transactions to which they are orOFH and/or the Stakeholders are, or at Closing, will be, a party will have been duly and validly authorized by OFH and approved by Buyer and Parent The Stakeholders and no other acts by or on behalf of Buyer OFH or Parent are the Stakeholders will be necessary or required to authorize the execution, delivery and performance by Buyer each of OFH and Parent the Stakeholders of each Transaction Document and the consummation of the Contemplated Transactions to which they are it or he is or, at Closing, will be be, a party. This Agreement and the other Transaction Documents to which Buyer and Parent are OFH or the Stakeholders is a party have been, been duly and validly executed and delivered by Buyer and Parent OFH or the Stakeholders, respectively, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, will constitute the legal, valid and binding agreements of Buyer OFH and Parent the Stakeholders, respectively, enforceable against each of them OFH and the Stakeholders in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer Each Seller has all requisite power, authority and Parent have full power and authority legal capacity to execute and deliver this Agreement and each Transaction Document other agreement, document, or instrument or certificate contemplated by this Agreement or to which they are orbe executed by such Seller in connection with the transactions contemplated by this Agreement (the “Seller Documents”), at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated by this Agreement. Following Other than obtaining the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated TransactionsRequisite Approvals, the execution, delivery and performance by Buyer of this Agreement and Parent each of each Transaction Document the Seller Documents and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated by this Agreement have been duly and validly authorized and approved by Buyer and Parent and no all required corporate action on the part of each Seller. No other acts by or proceeding on behalf the part of Buyer or Parent are a Seller is necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of Seller Documents and the Contemplated Transactions to which they are ortransactions contemplated by this Agreement, at Closing, will be a partyother than obtaining the Requisite Approvals. This Agreement has been, and each of the other Transaction Seller Documents will be at or prior to which Buyer and Parent are a party have beenthe Closing, duly and validly executed and delivered by Buyer and Parent and (assuming the valid each Seller party thereto. Assuming due authorization, execution and delivery thereof by of this Agreement by the other parties thereto) Buyer and receipt of the Requisite Approvals, this Agreement constitutes, or will, at and each of the Closing, Seller Documents when so executed and delivered will constitute, as the case may be, the legal, valid and binding agreements obligations of Buyer and Parent each Seller party thereto, enforceable against each of them such Seller in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, moratorium or other similar Laws laws affecting the or relating to enforcement of creditors' ’ rights generally and except that the availability or general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have has full power and authority to execute and deliver this Agreement and each other Transaction Document to which they are it is or, at the Closing, will be, be a party and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are Buyer is or, at the Closing, will be, be a party have been duly and validly authorized and approved by Buyer and Parent the board of directors thereof and no other acts by or corporate proceedings on behalf the part of Buyer or Parent are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are it is or, at the Closing, will be a party. This Agreement and has been and, at the Closing, the other Transaction Documents to which Buyer and Parent are is a party will have been, been duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, constitutes or will, will at the Closing, constitute, as the case may be, Closing constitute the legal, valid and binding agreements agreement of Buyer and Parent Buyer, enforceable against each of them Buyer in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have full Each of the Sellers has all necessary power and authority to execute and deliver this Agreement and each Transaction Document of the Related Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery by each Seller of this Agreement and each of the boards Related Documents to which it is a party, the performance by each Seller of directors of Parent its obligations under this Agreement and Buyer and the shareholders each of the Buyer with respect Related Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation by each Seller of the Contemplated Transactions transactions contemplated by this Agreement and each of the Related Documents to which they are or, at Closing, will be, it is a party have been duly and validly authorized and approved by Buyer and Parent and all necessary action and, except as set forth on SCHEDULE 3.2, no other acts by or on behalf of Buyer or Parent proceedings are necessary or required on the part of the Sellers to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation this Agreement or any of the Contemplated Transactions Related Documents or to which they are or, at Closing, will be a partyconsummate the transactions contemplated hereby or thereby. This Agreement and each of the other Transaction Related Documents to which Buyer has been (or, when executed and Parent are a party delivered, will have been, ) duly and validly executed and delivered by Buyer and Parent and (each Seller, to the extent each is a party thereto, and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto or thereto) constitutes, or will, at the Closing, constitute, as the case may be, constitutes the legal, valid and binding agreements obligation of Buyer and Parent each Seller, to the extent each is a party thereto, enforceable against each of them such Seller in accordance with their respective its terms, except as such obligations and their enforceability enforcement may be limited by applicable bankruptcy and bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of laws relating to creditors' rights generally and except that by equitable principles to which the availability remedies of equitable remedies is subject to the discretion specific performance and injunctive and similar forms of the court before which any proceeding therefor may be brought (whether at law or in equity)relief are subject.

Authority Relative to this Agreement. Buyer and Parent have has full corporate power ------------------------------------ and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which they are orit is a party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. Following the approval The execution and delivery by Buyer of the boards of directors of Parent and Buyer this Agreement and the shareholders of the Buyer with respect Ancillary Agreements to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document which it is a party and the consummation by Buyer of the Contemplated Transactions to which they are or, at Closing, will be, a party transactions contemplated hereby and thereby have been duly and validly authorized and approved by Buyer and Parent all necessary action by the board of directors of Buyer, and no other acts by or action on behalf the part of the board of directors of Buyer or Parent are necessary or is required to authorize the execution, delivery and performance by Buyer of this Agreement and Parent of each Transaction Document the Ancillary Agreements to which it is a party and the consummation by Buyer of the Contemplated Transactions to which they are or, at Closing, will be a partytransactions contemplated hereby and thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which Buyer and Parent are is a party have beenbeen or will be, as applicable, duly and validly executed and delivered by Buyer and Parent and (and, assuming the valid due authorization, execution and delivery thereof hereof by the Seller and/or the other parties thereto) constitutes, constitutes or will, at the Closing, will constitute, as the case may beapplicable, the a legal, valid and binding agreements obligation of Buyer and Parent enforceable against each of them Buyer in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting laws relating to the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent At the Closing, ACC will have full power power, capacity and authority to execute and deliver each document related to the transactions contemplated herein (such transactions are referred to herein as the “Contemplated Transactions” and such documents are referred to herein as the “Transaction Document Documents”) to which they are it is or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer and Parent ACC of each Transaction Document and the consummation of the Contemplated Transactions to which they are orACC and/or Shareholders are, or at Closing, will be, a party will have been duly and validly authorized and approved by Buyer and Parent ACC and no other acts by or on behalf of Buyer ACC or Parent are Shareholder will be necessary or required to authorize the execution, delivery and performance by Buyer ACC and Parent Shareholders of each Transaction Document and the consummation of the Contemplated Transactions to which they are it, he or she, is or, at Closing, will be be, a party. This Agreement and the other Transaction Documents to which Buyer and Parent are ACC is a party have been, been duly and validly executed and delivered by Buyer ACC and Parent Shareholders, respectively, and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be, will constitute the legal, valid and binding agreements of Buyer ACC and Parent Shareholders, respectively, enforceable against each of them ACC and Shareholders in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer The Company and Parent have each Seller has full power power, capacity and authority to execute and deliver this Agreement and each other Transaction Document to which they are or, at Closing, will be, it is a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, the Company and each Seller is a party have been duly and validly authorized and approved by Buyer and Parent the Company or such Seller and no other acts by proceedings on the part of the Company or on behalf of Buyer such Seller (or Parent any other person) are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent the Company or such Seller of each Transaction Document and this Agreement or to authorize the consummation of the Contemplated Transactions to which they are or, at Closing, will be the Company or such Seller is a party. This Agreement has been, and at the Closing, the other Transaction Documents to which Buyer the Company and Parent are each Seller is a party will have been, duly and validly executed and delivered by Buyer and Parent the Company or such Seller, and (assuming the valid execution and delivery thereof by the other parties theretoBuyer) constitutes, or will, will at the Closing, Closing constitute, as the case may be, the legal, valid and binding agreements of Buyer and Parent the Company or such Seller enforceable against each of them the Company or such Seller in accordance with their respective terms, terms except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer and Parent have Purchaser has ------------------------------------ full power and authority to execute and deliver this Agreement and each other Transaction Document to which they are or, at Closing, will be, it is a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the The execution, delivery and performance by Buyer Purchaser of this Agreement and Parent of each the other Transaction Document Documents to which it is a party and the consummation by it of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent Purchaser's board of directors, and no other acts by or corporate proceedings on behalf the part of Buyer or Parent Purchaser are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent Purchaser of each this Agreement or the other Transaction Document and Documents to which Purchaser is a party or the consummation of the Contemplated Transactions to which they are or, at Closing, will be a partyTransactions. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes, and the other Transaction Documents to which Buyer and Parent are Purchaser is a party have been, duly and validly when executed and delivered by Buyer and Parent and Purchaser will constitute (in each case assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will, at the Closing, constitute, as the case may be), the legal, valid and binding agreements agreement of Buyer and Parent Purchaser, enforceable against each of them Purchaser in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Buyer Each of Parent and Parent the Merger Subs have full the requisite power and authority to: (i) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and deliver each Transaction Document to which they are or(ii) carry out its obligations hereunder and thereunder and, at Closing, will be, a party and to consummate the Contemplated TransactionsTransactions (including the Mergers). Following The execution and delivery by Parent and the Merger Subs of this Agreement and the other Transaction Agreements to which each of them is a party, and the consummation by Parent and the Merger Subs of the Transactions (including the Mergers) have been duly and validly authorized by all necessary corporate or limited liability company action on the part of each of Parent and the Merger Subs, and no other proceedings on the part of Parent or the Merger Subs are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the transactions contemplated thereby, other than approval of the boards of directors of Parent and Buyer Stockholder Matters (the “Parent Stockholder Approval”). This Agreement and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each other Transaction Document and the consummation of the Contemplated Transactions Agreements to which they are or, at Closing, will be, each of them is a party have been duly and validly authorized and approved by Buyer and Parent and no other acts by or on behalf of Buyer or Parent are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions to which they are or, at Closing, will be a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (the Merger Subs and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) constitutesParties, or will, at constitute the Closing, constitute, as the case may be, the legal, valid legal and binding agreements obligations of Buyer Parent and Parent the Merger Subs (as applicable), enforceable against each of them Parent and the Merger Subs (as applicable) in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Buyer and Parent have full The Company has all requisite corporate power and authority to execute and deliver each the Transaction Document Documents to which they are orit is a party, at Closing, will be, a party to perform its obligations thereunder and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect Transaction Documents to the Contemplated Transactionswhich it is a party, the execution, delivery and performance by Buyer and Parent of each Transaction Document its obligations thereunder and the consummation of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by Buyer and Parent all required corporate action on the part of the Company and no other acts by corporate action or other proceedings on behalf the part of Buyer or Parent the Company are necessary or required to authorize the execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Contemplated Transactions Documents to which they are or, at Closing, will be it is a partyparty or to consummate the Transactions. This Agreement has been, and each of the other Transaction Documents to which Buyer and Parent are it is a party have beenwill be, duly and validly executed and delivered by Buyer the Company and, assuming this Agreement has been, and Parent each of the other Transaction Documents to which it is a party will be, duly authorized, executed and (assuming the valid execution and delivery thereof delivered by the other parties thereto) , this Agreement constitutes, or will, at and each of the Closing, other Transaction Documents to which it is a party will constitute, as the case may be, the a legal, valid and binding agreements obligation of Buyer and Parent the Company, enforceable against each of them it in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the enforcement effect of creditors' rights generally statutory and except that the availability of equitable remedies is other Laws regarding fraudulent conveyances and preferential transfers and subject to the discretion of the court before which any limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding therefor may be brought (whether at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Buyer and Parent have has full power and authority to execute and deliver this Agreement and each other Transaction Document to which they are it is or, at the Closing, will be, be a party and to consummate the Contemplated Transactions. Following the approval The execution and delivery of the boards of directors of Parent and Buyer and the shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which they are Buyer is or, at the Closing, will be, be a party have been duly and validly authorized and approved by Buyer and Parent the board of directors thereof and no other acts by or corporate proceedings on behalf the part of Buyer or Parent are necessary or required to authorize the execution, execution and delivery and performance by Buyer and Parent of each Transaction Document and this Agreement or the consummation of the Contemplated Transactions to which they are it is or, at the Closing, will be a party. This Agreement and has been and, at the Closing, the other Transaction Documents to which Buyer and Parent are is a party will have been, been duly and validly executed and delivered by Buyer and Parent and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, constitutes or will, will at the Closing, Closing constitute, as the case may be, the legal, valid and binding agreements agreement of Buyer and Parent Buyer, enforceable against each of them Buyer in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).the