Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. Buyer has the limited liability company power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer (a) Seller has the limited liability company requisite corporate power and authority to execute and deliver enter into this Asset Purchase Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Asset Purchase Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenauthorized by all necessary corporate action on the part of Seller. This Agreement Seller has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, this Asset Purchase Agreement. This Asset Purchase Agreement constitutes the valid and legally binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms and conditionsterms, subject to applicable except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally generally, and general principles (ii) the availability of equityinjunctive relief and other equitable remedies. (b) Seller has the requisite corporate power and authority to enter into each Ancillary Agreement and to consummate the transactions contemplated thereby. The execution and delivery by Seller of each Ancillary Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Seller. On or prior to the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been Seller will have duly executed and delivered by Buyer, assuming the due authorization, each Ancillary Agreement. Upon execution and delivery of the Ancillary Agreements by each other party theretoSeller, such Related Agreement the Ancillary Agreements will constitute the valid and legally binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms and conditionsterms, subject to applicable except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally generally, and general principles (ii) the availability of equityinjunctive relief and other equitable remedies. The Ancillary Agreements will effectively vest in Buyer good, whether such enforceability is considered in a proceeding in equity or at lawvalid and marketable title to all the Purchased Assets free and clear of all Liens, other than Permitted Liens.

Authority and Enforceability. Buyer Parent has the limited liability company corporate power and authority to execute and deliver this Agreement and the Related Ancillary Agreements to which it is a partybe executed and delivered by Parent as contemplated hereby. Subject to the Parent Stockholders Approval, to perform its obligations hereunder Parent has the corporate power and thereunder and authority to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings by the Ancillary Agreements to be taken executed and delivered by or on the part of Buyer to authorize Parent as contemplated hereby. The execution, delivery and permit the due execution and valid delivery by Buyer performance of this Agreement and the Related all Ancillary Agreements to which it is a party, the performance be executed and delivered by Buyer of its obligations hereunder and thereunderParent as contemplated hereby, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly authorized by Parent’s board of directors and properly takensubject to the Parent Stockholders Approval no other corporate or stockholder action on the part of Parent or its stockholders is necessary to authorize the execution, delivery and performance of this Agreement and such Ancillary Agreements by Parent and the consummation of the transactions contemplated hereby and thereby. This Agreement has and all Ancillary Agreements to be executed and delivered by Parent as contemplated hereby, when delivered in accordance with the terms hereof and thereof, assuming the due execution and delivery of this Agreement and each other Ancillary Agreement by the other parties hereto and thereto, shall have been duly executed and delivered by Buyer and, assuming the due authorization, execution Parent and delivery by Seller, constitutes the shall be valid and legally binding obligation obligations of BuyerParent, enforceable against Buyer Parent in accordance with its terms and conditionstheir terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable principles.

Authority and Enforceability. Buyer (i) Each of the Seller and OTH has the limited liability company corporate power and authority to execute execute, deliver and deliver this Agreement perform its obligations under and consummate the Related Agreements transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, including the sale and transfer of the Sale Shares pursuant to this Agreement. (ii) The execution, delivery and performance of the Transaction Documents to which either the Seller or OTH is a party, and all other instruments and agreements to perform its obligations hereunder be executed and thereunder delivered by the Seller or OTH as contemplated hereby and to consummate thereby, and the consummation of the transactions contemplated hereby and thereby. All limited liability company actions , have been duly authorised by the respective directors and, to the extent required, the respective shareholders of the Seller and OTH, as relevant, and no other corporate or proceedings to be taken by or shareholder action on the part of Buyer the Seller or OTH is necessary to authorize authorise the execution, delivery and permit performance of the due execution and valid delivery by Buyer of this Agreement and the Related Agreements Transaction Documents to which it the Seller or OTH is a party, the performance by Buyer of its obligations hereunder such other instruments and thereunder, agreements contemplated hereby and thereby or the consummation by Buyer of the transactions contemplated hereby and thereby thereby. (iii) The Transaction Documents to which either the Seller or OTH is a party and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of the Transaction Documents and each such other document by the other parties hereto and thereto, shall have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and, assuming each of the due authorization, execution Seller and delivery by Seller, constitutes the OTH and shall be valid and legally binding obligation obligations of Buyer, each of the Seller and OTH enforceable against Buyer them in accordance with its terms and conditionstheir terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganizationreorganisation, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and or to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable principles.

Authority and Enforceability. (a) Buyer has the limited liability company all necessary corporate power and authority to execute and deliver this Agreement and Agreement, the Related Agreements to which it Buyer is a party, party and each certificate and other instrument required to be executed and delivered by it pursuant hereto and to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. All limited liability company actions or proceedings The execution, delivery and performance by Buyer of this Agreement, the Related Agreements to which it is a party and each certificate and other instrument required to be taken executed and delivered by or Buyer pursuant hereto and the consummation by Buyer of the Acquisition and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Buyer. The Board of Directors (or the appropriate committee thereof) of Buyer to authorize (i) have determined that this Agreement, the Acquisition and permit the due execution other transactions contemplated hereby are desirable and valid delivery by in the best interests of Buyer of and its shareholders and (ii) have approved this Agreement and Agreement, the Related Agreements to which it is a party, the performance Acquisition and the other transactions contemplated hereby. No other corporate proceedings on the part of Buyer are necessary to authorize this Agreement, the Related Agreements to which it is a party or any certificate or other instrument required to be executed and delivered by Buyer of its obligations hereunder and thereunder, and pursuant hereto or to consummate the consummation by Buyer of the Acquisition or any other transactions contemplated hereby and thereby or thereby. None of such actions have been amended, rescinded or modified. (b) Each of this Agreement, the Related Agreements to which Buyer is a party and each certificate and other instrument required to be executed and delivered by Buyer pursuant hereto has been (or will be prior to or at the Closing) duly and properly taken. This Agreement has been duly validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Sellerthe Company, the Company Shareholders and the Representative, constitutes the a legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditionstheir respective terms, subject to applicable bankruptcy, insolvency, reorganizationreorganization or similar laws of general application affecting the rights and remedies of creditors, moratorium, fraudulent conveyance or other similar Laws relating and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawprinciples.

Authority and Enforceability. Buyer (i) Each of the Seller and OTH has the limited liability company corporate power and authority to execute execute, deliver and deliver this Agreement perform its obligations under and consummate the Related Agreements transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, including the sale and transfer of the Sale Shares pursuant to this Agreement. (ii) The execution, delivery and performance of the Transaction Documents to which either the Seller or OTH is a party, and all other instruments and agreements to perform its obligations hereunder be executed and thereunder delivered by the Seller or OTH as contemplated hereby and to consummate thereby, and the consummation of the transactions contemplated hereby and thereby. All limited liability company actions , have been duly authorised by the respective directors and, to the extent required, the respective shareholders of the Seller and OTH, as relevant, and no other corporate or proceedings to be taken by or shareholder action on the part of Buyer the Seller or OTH is necessary to authorize authorise the execution, delivery and permit performance of the due execution and valid delivery by Buyer of this Agreement and the Related Agreements Transaction Documents to which it the Seller or OTH is a party, the performance by Buyer of its obligations hereunder such other instruments and thereunder, agreements contemplated hereby and thereby or the consummation by Buyer of the transactions contemplated hereby and thereby thereby. (iii) The Transaction Documents to which either the Seller or OTH is a party and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of the Transaction Documents and each such other document by the other parties hereto and thereto, shall have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and, assuming each of the due authorization, execution Seller and delivery by Seller, constitutes the OTH and shall be valid and legally binding obligation obligations of Buyer, each of the Seller and OTH enforceable against Buyer them in accordance with its terms and conditionstheir terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganizationreorganisation, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and or to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable principles.

Authority and Enforceability. Buyer Each Seller has the limited liability company corporate power and authority to execute and deliver this Agreement and the Related Agreements other Transaction Documents to which it is a party, to perform its obligations hereunder be executed and thereunder delivered by such Seller as contemplated hereby. Each Seller has the corporate power and authority to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings by the other Transaction Documents to be taken executed and delivered by or on the part of Buyer to authorize such Seller as contemplated hereby. The execution, delivery and permit the due execution and valid delivery by Buyer performance of this Agreement and the Related Agreements other Transaction Documents to which it is a party, the performance be executed and delivered by Buyer of its obligations hereunder and thereundersuch Seller as contemplated hereby, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly authorized by such Seller's Board of Directors and properly takenno other corporate action on the part of such Seller is necessary to authorize the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement has and the other Transaction Documents to be executed and delivered by each Seller as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of this Agreement and each such other Transaction Document by the other parties hereto and thereto (other than either of the Sellers), shall have been duly executed and delivered by Buyer and, assuming the due authorization, execution such Seller and delivery by Seller, constitutes the shall be valid and legally binding obligation obligations of Buyersuch Seller, enforceable against Buyer such Seller in accordance with its terms and conditionstheir terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to or affecting the enforcement of creditors’ ' rights generally and to general equitable principles (regardless of equity, whether such the issue of enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law).

Authority and Enforceability. Buyer Such Seller has the limited liability company requisite power and authority to execute and deliver this Agreement and the Related Agreements to which it is a partyInstrument of Assignment, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby. All limited liability company actions or proceedings to be taken performance by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer such Seller of this Agreement and the Related Agreements to which it is a party, the performance by Buyer Instrument of its obligations hereunder and thereunderAssignment, and the consummation by Buyer such Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary action on the part of such Seller, and properly takenno other action is necessary on the part of such Seller to authorize this Agreement or the Instrument of Assignment or to consummate the transactions contemplated hereby or thereby. This Agreement has been (and at Closing, the Instrument of Assignment will have been) duly executed and delivered by Buyer such Seller and, assuming the due authorization, execution and delivery by Sellereach other Party hereto, this Agreement constitutes (and at Closing, the Instrument of Assignment will constitute) a legal, valid and legally binding obligation of Buyersuch Seller, enforceable against Buyer such Seller in accordance with its terms and conditionsterms, subject to applicable except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw. When each Related Agreement to which Buyer Highstar Capital Fund II, L.P. also represents and warrants that the Power of Attorney is a party has been duly executed and delivered by Buyerlegal, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding and has not been revoked and remains in full force and effect and provides Highstar Capital ▇▇ ▇▇, L.P. with sufficient authority to execute and deliver this Agreement, and the Instrument of Assignment, and to consummate the transactions contemplated hereby and thereby, in each case on behalf of American General Life Insurance Company such that this Agreement is, and at the Closing the Instrument of Assignment will be, a legal, valid and binding obligation of BuyerAmerican General Life Insurance Company, enforceable against Buyer American General Life Insurance Company in accordance with its terms and conditionsterms, subject to applicable except as limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (B) general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw.

Authority and Enforceability. Buyer has (a) Seller (to the limited liability company extent related to the Business) and the Business Subsidiaries have all requisite corporate or other organizational power and authority to execute own, lease and operate their properties and to carry on the Business as now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. (b) Seller has all necessary corporate power and authority to enter into, execute, deliver and, subject to obtaining the Seller Stockholder Approval, perform its obligations under this Agreement, the Reorganization Agreement and the Related Agreements License Agreement. The execution, delivery and, subject to which it is a partyobtaining the Seller Stockholder Approval, to perform its obligations hereunder performance of this Agreement, the Reorganization Agreement and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken License Agreement by or Seller have been duly authorized by all requisite action on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenSeller. This Agreement has been duly executed and delivered by Buyer Seller and, assuming the due authorization, execution and delivery of this Agreement by SellerPurchaser, constitutes the this Agreement is a legal, valid and legally binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or conveyance, general equity principles, other similar Laws relating to of general application affecting enforcement of creditors’ rights generally and general principles rules of equityLaw governing specific performance, whether injunctive relief and other equitable remedies (the “Enforceability Limitations”). The Reorganization Agreement and the License Agreement have been duly executed and delivered by Seller and are legal, valid and binding obligations of Seller, enforceable against it in accordance with their terms, except as such enforceability is considered in a proceeding in equity or at lawmay be limited by the Enforceability Limitations. When each Related Table of Contents (c) The Company has all necessary corporate power and authority to enter into, execute, deliver and perform its obligations under the Reorganization Agreement. The execution, delivery and performance of the Reorganization Agreement to which Buyer is a party by the Company have been duly authorized by all requisite action on the part of the Company. The Reorganization Agreement has been duly executed and delivered by Buyerthe Company and is a legal, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyerthe Company, enforceable against Buyer it in accordance with its terms terms, except as such enforceability may be limited by the Enforceability Limitations. Excalibur has all necessary limited liability company power and conditionsauthority to enter into, execute, deliver and perform its obligations under the License Agreement. The execution, delivery and performance of the License Agreement by Excalibur have been duly authorized by all requisite action on the part of Excalibur. The License Agreement has been duly executed and delivered by Excalibur and is a legal, valid and binding obligation of Excalibur, enforceable against it in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. (d) At a meeting duly called and held, the board of directors of Seller (i) determined that this Agreement, the Reorganization Agreement and the Sale and the Reorganization Transactions are expedient and for the best interests of Seller and its stockholders, (ii) approved this Agreement, the other Transaction Documents and the Transactions, (iii) resolved, subject to applicable bankruptcythe terms of this Agreement, insolvencyto recommend that the stockholders of Seller adopt a resolution authorizing the Sale and the Reorganization Transactions (the “Seller Recommendation”) (provided that any change, reorganizationmodification or rescission of such recommendation by the board of directors of Seller in accordance with Section 4.06 shall not be a breach of this Section 2.02(d)), moratoriumand (iv) directed that such matter be submitted for consideration of the stockholders of Seller at the Stockholders’ Meeting, fraudulent conveyance which resolutions, subject to Section 4.06(f), have not been rescinded, modified or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawwithdrawn.

Authority and Enforceability. For purposes of this Section 6.2, “Buyer” includes any Affiliate of Buyer designated by Buyer under Section 2.1. (a) Buyer has the limited liability company all necessary corporate power and authority to execute and deliver this Agreement and Agreement, the Related other Transaction Agreements to which it Buyer is or will be a partyparty and each certificate and other instrument required by this Agreement or any other Transaction Agreements to be executed and delivered by Buyer pursuant hereto or thereto, to perform its their obligations hereunder and thereunder and to consummate the Transactions and the other transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize The execution, delivery and permit the due execution and valid delivery performance by Buyer as applicable, of this Agreement and Agreement, the Related other Transaction Agreements to which it Buyer is or will be a partyparty and each certificate and other instrument required to be executed and delivered by Buyer pursuant hereto or thereto, the performance by Buyer of its obligations hereunder and thereunder, thereunder and the consummation by Buyer of the Transactions and the other transactions contemplated hereby and thereby thereby, have been duly and properly takenvalidly authorized by all necessary corporate action on the part of Buyer. The board of directors of Buyer has approved this Agreement, the other Transaction Agreements to which Buyer is or will be a party and the Transactions and the other transactions contemplated hereby and thereby, and no other corporate proceedings on the part of Buyer or any of its Affiliates are necessary to authorize this Agreement or any other Transaction Agreements to which Buyer is or will be a party or to consummate the Transactions on the terms set forth herein and therein. (b) This Agreement Agreement, the other Transaction Agreements to which Buyer is or will be a party and each certificate and other instrument required to be executed and delivered by Buyer pursuant hereto or thereto has been (or will be) duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes the (or will constitute) a legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditionsrespective terms, subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar Laws relating of general application affecting the rights and remedies of creditors, and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite power and authority to execute and deliver enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a partyparty and, subject to perform its obligations hereunder and thereunder and receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings Subject to be taken by or on receipt of the part of Buyer to authorize and permit Company Stockholder Approval, the due execution and valid delivery by Buyer of this Agreement and the any Related Agreements Agreement to which it the Company or any Subsidiary of the Company is a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of such Person and properly takenno further corporate action is required on the part of such Person to authorize this Agreement and any Related Agreements to which such Person is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Common Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Buyer and, such Person and assuming the due authorization, execution and delivery by Sellerthe other parties hereto and thereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Buyer, such Person enforceable against Buyer it in accordance with its terms and conditionstheir respective terms, subject to applicable (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally generally, and (ii) general principles of equity. The Board, whether such enforceability is considered by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board has (A) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in a proceeding the best interests of the Company and the Company Stockholders; (B) approved this Agreement in equity accordance with the provisions of the DGCL; and (C) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”). Other than the Company Stockholder Approval and Company Board Resolutions, no other votes, approvals or at law. When each Related consents on the part of the Company or any of the Company Security Holders are necessary under DGCL or any of the Charter Documents to adopt this Agreement and the transactions contemplated by this Agreement and to which Buyer is a party has been duly executed and delivered by Buyerapprove the Merger. (b) Except as set forth on Section 3.4 of the Disclosure Schedule, assuming the due authorizationtruth and accuracy of the representations and warranties of Buyer and Merger Sub set forth in Section 4.3, no consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, (ii) compliance with and filings under the HSR Act, and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the Company or any of its Subsidiaries’ ability to perform or comply with the covenants, agreements or obligations of the Company or any of its Subsidiaries herein or to consummate the transactions contemplated by each other party thereto, such Related this Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms this Agreement and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the Related Agreements each Ancillary Agreement to which it is a party. The execution, to perform its obligations hereunder delivery and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer performance of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, each Ancillary Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company. The Company has duly and properly takenvalidly executed and delivered this Agreement and, on or prior to the Closing, the Company will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. This Agreement has been duly executed constitutes, and delivered by Buyer and, assuming the due authorization, upon execution and delivery by Sellereach Ancillary Agreement to which the Company is a party will constitute, constitutes the valid and legally binding obligation of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms terms. (b) The Seller has all requisite power, authority and conditionscapacity to execute, subject deliver and perform his obligations under this Agreement and each Ancillary Agreement to which he is a party. The execution, delivery and performance of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller. The Seller has duly and validly executed and delivered this Agreement. This Agreement constitutes, and upon execution and delivery each Ancillary Agreement to which the Seller is a party will constitute, the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting creditors’ rights generally and by general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw).

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and properly takenno further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Buyer and, the Company and assuming the due authorization, execution and delivery by Sellerthe other parties hereto and thereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Buyer, the Company enforceable against Buyer it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and general (B) principles of equity, whether such enforceability is considered rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforcement Exceptions”). The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable and in a proceeding in equity or at law. When each Related the best interests of the Company and the Company Stockholders, (y) approved this Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms the provisions of the DGCL and conditions(z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, subject the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary to applicable bankruptcyadopt this Agreement and approve the transactions contemplated by this Agreement, insolvencyincluding the Merger. (b) The Company, reorganizationthe Board and the Company Stockholders have taken all actions, if any, necessary to provide that the restrictive provisions of any “fair price,” “moratorium, fraudulent conveyance ,” “control share acquisition,” “business combination,” “interested shareholder” or other similar Laws relating anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to creditors’ rights generally and general principles any of equityParent, whether such enforceability is considered in a proceeding in equity the Company or at lawthe Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and properly takenno further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Buyer and, the Company and assuming the due authorization, execution and delivery by Sellerthe other parties hereto and thereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Buyer, the Company enforceable against Buyer it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) Laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and general (B) principles of equity, whether such enforceability is considered rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforcement Exceptions”). The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable and in a proceeding in equity or at law. When each Related the best interests of the Company and the Company Stockholders, (y) approved this Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms the provisions of the DGCL and conditions(z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, subject to applicable bankruptcythe “Company Board Resolutions”). (b) The Company, insolvency, reorganization, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium, fraudulent conveyance ,” “control share acquisition,” “business combination,” “interested shareholder” or other similar Laws relating anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to creditors’ rights generally and general principles any of equityParent, whether such enforceability is considered in a proceeding in equity the Company or at lawFinal Surviving Entity or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite corporate power and authority to execute and deliver enter into this Agreement and the Related Agreements Agreement, each other Transaction Document to which it the Company is or will be a party, and, subject to perform its obligations hereunder and thereunder and the receipt of Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and the Related Agreements each other Transaction Document to which it the Company is or will be a party, the performance by Buyer of its the Company’s obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and or thereby have been duly and properly takenauthorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by Buyer and, the Company and constitutes (assuming the due authorization, execution execution, and delivery by Seller, constitutes the other parties hereto) the valid and legally binding obligation of Buyer, the Company enforceable against Buyer the Company in accordance with its terms terms, and conditionseach other Transaction Document to which the Company is or will be a party, after being duly executed and delivered by the Company, will (assuming due authorization, execution, and delivery by the other parties hereto) constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, in each case subject only to applicable the effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, fraudulent conveyance or other similar Laws laws relating to or affecting the rights or remedies of creditors’ rights generally and , or (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related law (including the possible unavailability of specific performance or injunctive relief) (such laws and principles described in clauses (i) and (ii) being referred to herein as “Creditors’ Rights”). (b) The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote or consent of the Company Board, has approved this Agreement, the Certificate of Merger, the Merger, and the other transactions contemplated by this Agreement, and determined that this Agreement to which Buyer is a party has been duly executed and delivered the other transactions contemplated by Buyer, assuming this Agreement are advisable and in the due authorization, execution best interests of the Company and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawCompany Stockholders.

Authority and Enforceability. Buyer Each of Seller and Parent has the limited liability company all necessary corporate power and authority to execute and deliver this Agreement and the Related Agreements any other Subject Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and the Related Agreements any other Subject Agreement by Seller or Parent to which it Seller or Parent is or will be a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer Seller and Parent of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and properly takenauthorized by all necessary action on the part of Seller. This Agreement has been duly executed and delivered by Buyer andSeller and Parent, and (assuming the due authorization, execution and delivery by Sellerthe other parties hereto) constitutes a legal, constitutes the valid and legally binding obligation of BuyerSeller and Parent, enforceable against Buyer Seller and Parent in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance liquidation or other similar Laws Legal Requirements relating to to, or affecting generally the enforcement of, creditors’ rights generally and general remedies or by other equitable principles of equity, whether such enforceability is considered in a proceeding in equity or at lawgeneral application. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming Upon the due authorization, execution and delivery by each Seller or Parent, as applicable, of the Subject Agreements to which Seller or Parent is or will be a party, and assuming due execution and delivery by the other party parties thereto, each such Related Subject Agreement will constitute the valid legal, valid, and legally binding obligation of BuyerSeller or Parent, as applicable, enforceable against Buyer Seller or Parent, as applicable, in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance liquidation or other similar Laws Legal Requirements relating to to, or affecting generally the enforcement of, creditors’ rights generally and general remedies or by other equitable principles of equitygeneral application. Each of Seller and Parent has the necessary power, whether such enforceability authority, and capacity to execute and deliver, and to perform its obligations under, this Agreement and each Subject Agreement to which it is considered in or will be a proceeding in equity or at lawparty.

Authority and Enforceability. Buyer has the limited liability company power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 51 of 159 000188 EXECUTION VERSION rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Each of Buyer and Merger Sub has the limited liability company all requisite corporate or other legal power and authority authority, as applicable, to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby, including the Merger. All limited liability company actions or proceedings to be taken The execution and delivery by or on the part each of Buyer to authorize and permit the due execution and valid delivery by Buyer Merger Sub of this Agreement and the any Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, including the Transactions, have been duly authorized by all necessary corporate or other action, as applicable, on the part of Buyer and properly takenMerger Sub and no further corporate or other action is required on the part of Buyer and Merger Sub to authorize this Agreement and any Related Agreements to which any of Buyer and Merger Sub is a party and the transactions contemplated hereby and thereby, including the Transactions. This Agreement has and any Related Agreements to which any of Buyer and Merger Sub is a party have been duly executed and delivered by Buyer or Merger Sub, as the case may be, or, in the case of the Related Agreements executed after the Agreement Date, shall be duly executed and delivered by Buyer and Merger Sub, as the case may be, and, assuming the due authorization, execution and delivery by Sellerthe other parties hereto and thereto constitute, constitutes or (in the case of Related Agreements executed after the Agreement Date) shall constitute when executed and delivered, the valid and legally binding obligation obligations of BuyerBuyer and Merger Sub, as the case may be, enforceable against each of Buyer and Merger Sub, as the case may be, in accordance with its terms and conditionstheir respective terms, subject to applicable (a) Laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming affecting the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation availability of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance specific performance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable remedies.

Authority and Enforceability. Buyer has (a) Each individual Shareholder, custodian Shareholder, and the limited liability company trustees of each Shareholder trust, each in their respective capacity of such Shareholder, have the requisite power and authority authority, and the requisite legal capacity, to execute and deliver this Agreement and the Related Ancillary Agreements to which it is they are a party, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions For each Shareholder that is a trust, no further action or proceedings approval by such Shareholder or any of its trustee(s) is necessary in connection with the execution, delivery and performance by such Shareholder or its trustee(s) of this Agreement and each of the Ancillary Agreements to be taken which such Shareholder is a party. The execution, delivery and performance by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer each Shareholder of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer each Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of such Shareholder and properly takenno other action is necessary on the part of such Shareholder to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by Buyer and, assuming the each Shareholder. Assuming due authorization, execution and delivery by Sellerthe Buyer and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the a legal, valid and legally binding obligation of Buyereach Shareholder, enforceable against Buyer each Shareholder in accordance with its terms and conditionsterms, subject to applicable except as limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw. (b) Holdco has the requisite power and authority, and the requisite legal capacity, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. When each Related The execution, delivery and performance by ▇▇▇▇▇▇ of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Holdco and no other action is necessary on the part of Holdco to authorize this Agreement or any Ancillary Agreement to which Buyer it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which Holdco is a party has been duly executed and delivered by Buyer, assuming the ▇▇▇▇▇▇. Assuming due authorization, execution and delivery by the Buyer and each other party thereto, such Related this Agreement will constitute and each of the Ancillary Agreements constitutes a legal, valid and legally binding obligation of BuyerHoldco, enforceable against Buyer Holdco in accordance with its terms and conditionsterms, subject to applicable except as limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw.

Authority and Enforceability. Buyer has the limited liability company power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer ▇▇▇▇▇ and, assuming the due authorization, execution and delivery by Seller, constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer ▇▇▇▇▇ is a party has been duly executed and delivered by Buyer▇▇▇▇▇, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer (a) The Purchaser has the limited liability company all requisite power and authority to execute and deliver this Agreement and the Related Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All limited liability company The Purchaser has taken all requisite corporate or other actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a partyAgreement, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenhereby. This Agreement has been duly executed and delivered by Buyer the Purchaser and, assuming the due authorization, execution and delivery by Sellereach of the other parties hereto, this Agreement constitutes the valid and legally binding obligation of Buyerthe Purchaser, enforceable against Buyer the Purchaser in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, preference and other similar Laws relating to laws affecting creditors’ rights generally generally, and by general principles of equity, equity (regardless of whether such enforceability enforcement is considered in a proceeding sought in equity or at law. When each Related Agreement ) (the “Enforceability Exceptions”). (b) The Purchaser and its Affiliates have all requisite power and authority to execute and deliver the Ancillary Agreements to which Buyer is it will be a party party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Purchaser has been and its Affiliates have taken all requisite corporate or other actions to authorize the execution and delivery of the Ancillary Agreements to which it will be a party, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby. Each Ancillary Agreement, if and when executed by the Purchaser or its Affiliates upon the terms and subject to the conditions set forth in this Agreement, will be duly executed and delivered by Buyerthe Purchaser or its Affiliates, and, assuming the due authorization, execution and delivery by each of the other party parties thereto, each such Related Ancillary Agreement will constitute the valid and legally binding obligation of Buyerthe Purchaser or its Affiliates, enforceable against Buyer the Purchaser or its Affiliates in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawthe Enforceability Exceptions.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite power and authority to execute and deliver this Agreement and the Related Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All limited liability company The Company has taken all requisite corporate or other actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a partyAgreement, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenhereby. This Agreement has been duly executed and delivered by Buyer the Company and, assuming the due authorization, execution and delivery by Sellereach of the other parties hereto, this Agreement constitutes the valid and legally binding obligation of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms and conditionsterms, subject to the Enforceability Exceptions. (b) The Company and any of its Subsidiaries executing any Ancillary Agreements has all requisite power and authority to execute and deliver the Ancillary Agreements to which it will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Company has, and prior to the applicable bankruptcyClosing any such Subsidiary will have, insolvency, reorganization, moratorium, fraudulent conveyance taken all requisite corporate or other similar Laws relating actions to creditors’ rights generally authorize the execution and general principles delivery of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement the Ancillary Agreements to which Buyer is it will be a party has been party, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby. Each Ancillary Agreement, if and when executed by the Company or any of its Subsidiaries upon the terms and subject to the conditions set forth in this Agreement, will be duly executed and delivered by Buyerthe Company or such Subsidiary, as the case may be, and, assuming the due authorization, execution and delivery by each of the other party parties thereto, such Related each Ancillary Agreement will constitute the valid and legally binding obligation of Buyerthe Company or such Subsidiary, as applicable, enforceable against Buyer the Company or such Subsidiary, as applicable, in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawthe Enforceability Exceptions.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and properly takenno further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Buyer and, the Company and assuming the due authorization, execution and delivery by Sellerthe other parties hereto and thereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Buyer, the Company enforceable against Buyer it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) Laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and general (B) principles of equity, whether such enforceability is considered rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforcement Exceptions”). The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable and in a proceeding in equity or at law. When each Related the best interests of the Company and the Company Stockholders, (y) approved this Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms the provisions of the DGCL and conditions(z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, subject to applicable bankruptcythe “Company Board Resolutions”). (b) The Company, insolvency, reorganization, the Company Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium, fraudulent conveyance ,” “control share acquisition,” “business combination,” “interested shareholder” or other similar Laws relating anti-takeover statute or regulation, and any anti-takeover provision in the Company Charter Documents shall not be applicable to creditors’ rights generally and general principles any of equityParent, whether such enforceability is considered in a proceeding in equity the Company or at lawFinal Surviving Entity or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite corporate power and authority to execute and deliver this Agreement, the Escrow Agreement, the Paying Agent Agreement and the Related Agreements other agreements entered into in connection with the transactions contemplated hereby to which it the Company is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement, the Escrow Agreement, the Paying Agent Agreement and the Related Agreements other agreements entered into in connection with the transactions contemplated hereby to which it the Company is a party, by the Company, its performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. Each of this Agreement, the Escrow Agreement, the Paying Agent Agreement and properly taken. This Agreement the other agreements entered into in connection with the transactions contemplated hereby to which the Company is, or will be, a party has been been, or will be, duly executed and delivered by Buyer the Company and, assuming the due authorization, execution and delivery by Sellerthe other parties hereto or thereto (as applicable), constitutes the constitutes, or will constitute, a valid and legally binding obligation of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms and conditions, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance preference, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights or affecting creditors generally and or by general equity principles (regardless of equity, whether such enforceability is considered in a proceeding Proceeding in equity or at law. When each Related Law) and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding may be brought (the “Enforceability Limitations”). (b) The board of directors of the Company, at a meeting duly called and held or by written consent, has unanimously (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable, fair to which Buyer is a party has been duly executed and delivered by Buyerin the best interests of the Company and its stockholders, assuming the due authorization, execution (ii) approved and delivery by each other party thereto, such Related declared advisable this Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms the provisions of the DGCL, (iii) submitted this Agreement and conditionsthe Merger to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) The Company Stockholder Approval has been obtained pursuant to the Stockholder Consent, subject which shall become effective as of immediately after the execution of this Agreement in accordance with Section 228(c) of the DGCL. The Stockholder Consent is sufficient for the holders of the Company Capital Stock to applicable bankruptcyadopt this Agreement and approve the Merger, insolvency, reorganization, moratorium, fraudulent conveyance and no other corporate proceedings are necessary to authorize this Agreement or to consummate the Merger and the other similar Laws relating to creditors’ rights generally transactions contemplated hereby (other than the filing and general principles recordation of equity, whether the Certificate of Merger and such enforceability is considered in a proceeding in equity or at lawother documents as required by the DGCL).

Authority and Enforceability. Each of Buyer and Merger Sub has the full corporate or limited liability company power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements to which it is will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize The execution, delivery and permit the due execution and valid delivery performance by Buyer and Merger Sub of this Agreement and each of the Related Ancillary Agreements to which it is will be a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer and Merger Sub of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the Board of Directors or Board of Managers of Buyer and Merger Sub and by Buyer as the sole shareholder of Merger Sub. No other corporate proceedings on the part of Buyer or 505026976.1 Merger Sub are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements to which Buyer or Merger Sub will be a party will have been, duly and validly executed and delivered by Buyer andand Merger Sub, assuming as applicable. This Agreement constitutes, and upon their execution each of the due authorizationAncillary Agreements to which Buyer or Merger Sub will be a party will constitute, execution and delivery by Sellerthe legal, constitutes the valid and legally binding obligation obligations of BuyerBuyer and Merger Sub, as applicable, enforceable against Buyer and Merger Sub, as applicable, in accordance with its terms and conditionstheir respective terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting creditors’ rights generally and by general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law).

Authority and Enforceability. Buyer has (a) Seller (to the limited liability company extent related to the Business) and the Business Subsidiaries have all requisite corporate or other organizational power and authority to execute own, lease and operate their properties and to carry on the Business as now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. (b) Seller has all necessary corporate power and authority to enter into, execute, deliver and, subject to obtaining the Seller Stockholder Approval, perform its obligations under this Agreement, the Reorganization Agreement and the Related Agreements License Agreement. The execution, delivery and, subject to which it is a partyobtaining the Seller Stockholder Approval, to perform its obligations hereunder performance of this Agreement, the Reorganization Agreement and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken License Agreement by or Seller have been duly authorized by all requisite action on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenSeller. This Agreement has been duly executed and delivered by Buyer Seller and, assuming the due authorization, execution and delivery of this Agreement by SellerPurchaser, constitutes the this Agreement is a legal, valid and legally binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or conveyance, general equity principles, other similar Laws relating to of general application affecting enforcement of creditors’ rights generally and general principles rules of equityLaw governing specific performance, whether such enforceability is considered in a proceeding in equity or at lawinjunctive relief and other equitable remedies (the “Enforceability Limitations”). When each Related The Reorganization Agreement to which Buyer is a party has and the License Agreement have been duly executed and delivered by BuyerSeller and are legal, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation obligations of BuyerSeller, enforceable against Buyer it in accordance with its terms and conditionstheir terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether except as such enforceability is considered in a proceeding in equity or at lawmay be limited by the Enforceability Limitations.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite power and authority to execute and deliver this Agreement and the Related Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All limited liability company The Company has taken all requisite corporate or other actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is the Company will be a party, the performance by Buyer of party and to perform its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenhereby. This Agreement has been duly executed and delivered by Buyer the Company and, assuming the due authorization, execution and delivery by Sellereach of the other parties hereto, this Agreement constitutes the valid and legally binding obligation of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, preference and other similar Laws relating to laws affecting creditors’ rights generally generally, and by general principles of equity, equity (regardless of whether such enforceability enforcement is considered in a proceeding sought in equity or at law) (the “Enforceability Exceptions”). (b) The manager of the Company has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and the Seller and (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the Merger Statutes. When each Related No additional approvals, votes, consents or actions are necessary on the part of the Company, the Seller or any class or series of equity interests to authorize the execution, delivery and performance of this Agreement to which Buyer the Company is a party and the consummation by the Company of the transactions contemplated hereby. (c) The Seller has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyerthe Seller and, assuming the due authorization, execution and delivery by each of the other party theretoparties hereto, such Related this Confidential Agreement will constitute constitutes the valid and legally binding obligation of Buyersuch Seller, enforceable against Buyer the Seller in accordance with its terms and conditionsterms, subject to applicable bankruptcythe Enforceability Exceptions. (d) The Seller, insolvencyin its capacity as an equityholder of the Company, reorganizationhas approved and adopted this Agreement and the transactions contemplated hereby, moratoriumincluding the Merger, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawaccordance with the Merger Statutes.

Authority and Enforceability. Buyer (a) SPAC has the limited liability company all requisite power and authority to execute and deliver this Agreement and the Related Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All limited liability company actions or proceedings to be SPAC has taken by or on the part of Buyer all requisite corporate action to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a partyAgreement, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenhereby. This Agreement has been duly executed and delivered by Buyer SPAC and, assuming the due authorization, execution and delivery by Sellereach of the other parties hereto, this Agreement constitutes the valid and legally binding obligation of BuyerSPAC, enforceable against Buyer SPAC in accordance with its terms and conditionsterms, subject to applicable bankruptcythe Enforceability Exceptions. (b) SPAC has all requisite power and authority to execute and deliver the Ancillary Agreements to which it will be a party, insolvencyto perform its obligations thereunder and to consummate the transactions contemplated thereby. SPAC has, reorganizationand prior to the Closing will have, moratorium, fraudulent conveyance taken all requisite corporate or other similar Laws relating actions to creditors’ rights generally authorize the execution and general principles delivery of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement the Ancillary Agreements to which Buyer is it will be a party has been party, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby. Each Ancillary Agreement, if and when executed by SPAC upon the terms and subject to the conditions set forth in this Agreement, will be duly executed and delivered by BuyerSPAC and, assuming the due authorization, execution and delivery by each of the other party parties thereto, such Related each Ancillary Agreement will constitute the valid and legally binding obligation of Buyer, SPAC enforceable against Buyer SPAC in accordance with its terms and conditionsterms, subject to applicable bankruptcythe Enforceability Exceptions. (c) SPAC’s board of directors (including any required committee or subgroup of such boards) has, insolvencyas of the date of this Agreement, reorganizationunanimously (i) declared the advisability of the transactions contemplated by this Agreement, moratoriumand (ii) determined that the transactions contemplated hereby are in the best interests of the shareholders of SPAC, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawas applicable.

Authority and Enforceability. Buyer Seller has the limited liability company corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a partyparty and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company corporate actions or proceedings to be taken by or on the part of Buyer Seller to authorize and permit the due execution and valid delivery by Buyer Seller of this Agreement and the Related Agreements to which it is a party, the performance by Buyer Seller of its obligations hereunder and thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer Seller and, assuming the due authorization, execution and delivery by Seller▇▇▇▇▇ and receipt of the Seller Required Consents, constitutes the valid and legally binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer Seller is a party has been duly executed and delivered by BuyerSeller, assuming the due authorization, execution and delivery by each other party theretothereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite power and authority to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and the any Related Agreements to which it the Company is a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and properly takenno further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote, approval or consent of the holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary to adopt this Agreement and each of the Related Agreements to which the Company is a party and approve the transactions contemplated hereby and thereby. This Agreement has been and each of the Related Agreements to which the Company is a party have been, or, as of the Effective Time shall be, duly executed and delivered by Buyer and, the Company and assuming the due authorization, execution and delivery by Sellerthe other parties hereto and thereto, constitutes constitute, or shall constitute when executed and delivered, the valid and legally binding obligation obligations of Buyer, the Company enforceable against Buyer it in accordance with its terms and conditionstheir respective terms, subject to applicable (A) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (B) general principles of equity. The Board, whether such enforceability is considered by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Mergers, upon the terms and subject to the conditions set forth herein, are advisable and in a proceeding in equity or at law. When each Related the best interests of the Company and the Company Stockholders, (y) approved this Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms the provisions of the DGCL and conditions(z) directed that the adoption of this Agreement and approval of the Mergers be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Mergers (collectively, subject the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Stockholders are necessary to applicable bankruptcyadopt this Agreement and approve the transactions contemplated by this Agreement, insolvencyincluding the Mergers. (b) The Company, reorganization, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium, fraudulent conveyance ,” “control share acquisition,” “business combination,” “interested shareholder” or other similar Laws relating anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to creditors’ rights generally and general principles any of equityParent, whether such enforceability is considered in a proceeding in equity the Company or at lawthe Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Mergers or any of the other transactions contemplated by this Agreement.

Authority and Enforceability. Buyer Such Stockholder has the limited liability company requisite power and authority to execute and deliver this Agreement and any agreement to be executed pursuant hereto (including the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder Release contemplated by Section 8.2(e) hereof) and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer such Stockholder of this Agreement and any agreement to be executed pursuant hereto (including the Related Agreements to which it is a party, the performance Release contemplated by Buyer of its obligations hereunder and thereunderSection 8.2(e) hereof), and the consummation by Buyer such Stockholder of the transactions contemplated hereby and thereby thereby, have been duly authorized by all requisite corporate or limited liability company action and properly takenno other corporate or limited liability company action on the part of such Stockholder is necessary to authorize the execution and delivery by such Stockholder of this Agreement and any agreement to be executed pursuant hereto (including the Release contemplated by Section 8.2(e) hereof) and the consummation by it of the transactions contemplated hereby and thereby. This Agreement and any agreement to be executed pursuant hereto (including the Release contemplated by Section 8.2(e) hereof) has been been, or, if to be executed after the date hereof pursuant to the terms of this Agreement, will be duly executed and delivered by Buyer and, assuming the due authorization, execution such Stockholder and delivery by Seller, constitutes the a valid and legally binding obligation agreement of Buyer, such Stockholder and is enforceable against Buyer such Stockholder in accordance with its terms and conditionsterms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting creditors’ ' rights generally and general principles limitations on the availability of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable remedies.

Authority and Enforceability. Buyer has the limited liability company (a) Seller and Seller Parent each have all requisite power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder under this Agreement. The execution, delivery and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer performance of this Agreement and the Related Agreements consummation of the Contemplated Transactions has been duly authorized by all necessary action on the part of Seller and Seller Parent. Seller and Seller Parent have each duly and validly executed and delivered this Agreement and assuming the due authorization, execution and delivery of this Agreement by Purchaser, this Agreement constitutes the valid and binding obligation of Seller and Seller Parent, respectively, enforceable against Seller and Seller Parent, respectively, in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) Laws governing specific performance, injunctive relief and other equitable remedies (the “Bankruptcy and Equity Exception”). (b) Seller and the Selling Entities have all requisite power and authority to execute and deliver such other Transaction Documents to which they are a party and to perform their obligations under such Transaction Documents to which they are a party. The execution, delivery and performance by Seller and each Selling Entity of each Transaction Document to which it is shall be a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer such entity of the transactions contemplated hereby thereby, will be, prior to the applicable Closing, duly authorized by all necessary action on the part of Seller and thereby have been duly and properly takeneach Selling Entity that is party thereto. This Agreement has been duly executed and delivered by Buyer and428928/HOUDMS Each Transaction Document, assuming the due authorization, execution and delivery of such Transaction Document by Seller, constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party parties thereto, such Related Agreement will constitute the valid and legally binding obligation of BuyerSeller and each Selling Entity that is party thereto, enforceable against Buyer Seller and each such Selling Entity in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally the Bankruptcy and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawEquity Exception.