Common use of Authority; Enforceability; Title Clause in Contracts

Authority; Enforceability; Title. (a) Such Seller has all requisite power and authority or capacity, as the case may be, to enter into and perform its obligations under this Agreement and the other agreements contemplated hereby to which such Seller is or will be a party (collectively, the “Seller Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and its respective Seller Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of such Seller. This Agreement and the Seller Documents have been (or, as applicable, will be as of the Closing) duly and validly executed and delivered by such Seller and constitute the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by the General Enforceability Exceptions. (b) Each Seller that is a corporation, limited liability company, limited partnership, trust or other form of legal entity has the requisite corporate, trust or other power and authority to execute and deliver this Agreement and its respective Seller Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All actions or proceedings to be taken by or on the part of such Seller and/or its Governing Body to authorize and permit the execution and delivery by such Seller of this Agreement and of its respective Seller Documents and the performance by it of its obligations hereunder and thereunder have been duly and properly taken. (c) Such Seller is the record and beneficial owner of the Company Shares set forth opposite its name on Schedule 5.1(c) of the Seller Disclosure Schedules, and such Seller has good and valid title to such Company Shares, free and clear of all Liens, other than Liens created pursuant to applicable Laws. There is no Lien, option, right of pre-emption, right of first or last refusal or other third party right over any of the Company Shares owned by such Seller. Other than the Proxies, such Seller is not a party to (i) any option, warrant, purchase right or other Contract (other than this Agreement) that could require such Seller to sell, transfer or otherwise dispose of any Equity Interests of the Company, or (ii) any voting trust, proxy, or other agreement or understanding with respect to the voting of any Equity Interests of the Company. At the Closing, such Seller shall sell, transfer and convey the Company Shares owned by such Seller to Buyer free and clear of all Liens (other than restrictions on transfer under applicable Laws). Other than the Company Shares set forth next to such Seller’s name on Schedule 5.1(c) of the Seller Disclosure Schedules, such Seller does not own any other Equity Interests of the Company, securities, instruments or rights convertible into Equity Interests of the Company.

Authority; Enforceability; Title. (a) Such Seller has all requisite limited liability company power and authority or capacity, as the case may be, to enter into and perform its obligations under this Agreement and the other agreements agreements, documents, instruments and certificates contemplated hereby to which such Seller is or will be a party (collectively, the “Seller Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and its respective Seller Documents, and the consummation of the transactions contemplated hereby herein and thereby, have been duly and validly authorized by all necessary action on the part of such Seller. This this Agreement and the Seller Documents have been been, or (or, as applicable, ) will be as of the Closing) , duly and validly executed and delivered by such Seller pursuant to all necessary limited liability company authorizations and constitute are the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by the General Enforceability Exceptions. The execution, delivery and performance by Seller of this Agreement and each of the Seller Documents and the consummation by Seller of the transactions contemplated by this Agreement and each of the Seller Documents have been duly and validly authorized and approved by all requisite limited liability company or other similar organizational action on the part of Seller, and each such authorization and approval remains in full force and effect. No further limited liability company proceedings on the part of Seller are necessary to authorize the execution, delivery or performance of this Agreement or any of the Seller Documents or to consummate the transactions contemplated by and carry out Seller’s obligations under this Agreement and each of the Seller Documents. (b) Each Seller that is a corporation, limited liability company, limited partnership, trust or other form of legal entity has the requisite corporate, trust or other power and authority to execute and deliver this Agreement and its respective Seller Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All actions or proceedings to be taken by or on the part of such Seller and/or its Governing Body to authorize and permit the execution and delivery by such Seller of this Agreement and of its respective Seller Documents and the performance by it of its obligations hereunder and thereunder have been duly and properly taken. (c) Such Seller is the record and beneficial owner of the Company Shares set forth opposite its name on Schedule 5.1(c) of the Seller Disclosure SchedulesEquity Securities, and such Seller has good and valid title to such Company Sharesthe Equity Securities, free and clear of all Liens. Upon the consummation of the transactions contemplated by this Agreement, at the Closing, Buyer will acquire from Seller good and valid title to the Equity Securities free and clear of all Liens, other than Liens created by Buyer or pursuant to applicable federal and state securities Laws. There is no Lien, option, right of pre-emption, right of first or last refusal or other third party right over any of the Company Shares owned by such Seller. Other than the Proxies, such Seller is not a party to (i) any option, warrant, purchase right or other Contract (other than this Agreement) that could require such Seller to sell, transfer or otherwise dispose of any Equity Interests of the Company, or (ii) any voting trust, proxy, or other agreement or understanding with respect to the voting of any Equity Interests of the Company. At the Closing, such Seller shall sell, transfer and convey the Company Shares owned by such Seller to Buyer free and clear of all Liens (other than restrictions on transfer under applicable Laws). Other than the Company Shares set forth next to such Seller’s name on Schedule 5.1(c) of the Seller Disclosure Schedules, such Seller does not own any other Equity Interests of the Company, securities, instruments or rights convertible into Equity Interests of the Company.

Authority; Enforceability; Title. (a) Such Each Seller has all the requisite power and authority or capacity, as the case may be, to enter into and perform its obligations under this Agreement and the other agreements contemplated hereby Ancillary Agreements to which such Seller it is or will be a party (collectively, the “Seller Documents”) and to consummate the transactions Transactions and perform its obligations contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and its respective the Ancillary Agreements to which such Seller Documents, is a party and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of such Seller, and no other proceedings on the part of such Seller are necessary to authorize this Agreement or the Ancillary Agreements to which such Seller is a Party. This Agreement and the Seller Documents Ancillary Agreements have been (orbeen, as applicable, or will be as of at or prior to the Closing) , duly and validly executed and delivered by such Seller and constitute constitute, assuming the due authorization, execution and delivery by ▇▇▇▇▇, Parent, and the other parties thereto, as applicable, the legal, valid and binding obligations obligation of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by the General Enforceability Exceptions. (b) Each Seller that is a corporation, limited liability company, limited partnership, trust or other form of legal entity has the requisite corporate, trust or other power and authority to execute and deliver this Agreement and its respective Seller Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All actions or proceedings to be taken by or on the part of such Seller and/or its Governing Body to authorize and permit the execution and delivery by such Seller of this Agreement and of its respective Seller Documents and the performance by it of its obligations hereunder and thereunder have been duly and properly taken. (c) Such Seller (i) is the record and beneficial owner of the Company Shares set forth opposite its name on Schedule 5.1(c) 100% of the Seller Disclosure SchedulesPre-Conversion Satcom Direct Equity, the Pre-Conversion SDHC Equity, the Pre-Conversion Satcom Government Equity or the Pre-Closing ndtHost Equity, as the case may be, as of the Signing Date, and such Seller as of the Closing Date, will be the record and beneficial owner of 100% of the Satcom Direct Equity, the SDHC Equity, the Satcom Government Equity or the ndtHost Equity, as the case may be, and has no other Equity Interest in any Parent Company, (ii) has good and valid title to such Company Sharesthe Pre-Conversion Satcom Direct Equity, the Pre-Conversion SDHC Equity, the Pre-Conversion Satcom Government Equity or the Pre-Closing ndtHost Equity, as the case may be, as of the Signing Date, and as of the Closing Date, will have good and valid title to the Satcom Direct Equity, the SDHC Equity, the Satcom Government Equity or the ndtHost Equity, as the case may be, in each case, free and clear of all Liens, other than Liens created pursuant to applicable Laws. There is no Lien, option, right of pre-emption, right of first or last refusal or other third party right over any of the Company Shares owned by such Seller. Other than the Proxies, such Seller is not a party to (i) any option, warrant, purchase right or other Contract (other than Securities Liens), (iii) has full power, right and authority, and any approval required by Law, to make and enter into this Agreement, and (iv) that could require such Seller as of the Closing, will have full power, right and authority, and any approval required by Law to sell, transfer or otherwise dispose of any Equity Interests of the Company, or (ii) any voting trust, proxy, or other agreement or understanding with respect to the voting of any Equity Interests of the Company. At the Closing, such Seller shall sellassign, transfer and convey deliver the Company Shares owned by such Seller Satcom Direct Equity, the SDHC Equity, the Satcom Government Equity or the ndtHost Equity, as the case may be, to Buyer free and clear of all Liens (other than Securities Liens). Each Seller has sole voting power, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement and the other Ancillary Agreements to which it is a party, in each case, with respect to the Purchased Equity, with no limitations, qualifications or restrictions on transfer under applicable Lawssuch rights and powers (including any voting trusts, proxies or other Contracts or understandings with respect to the voting of such Purchased Equity), and, except as expressly set forth in this Agreement, such Seller has not granted any such rights or powers to any other Person. Other than this Agreement, no Seller is party to any Contract for the Company Shares set forth next to such Seller’s name on Schedule 5.1(c) sale, transfer, redemption, repurchase, pledge or other disposition of the Seller Disclosure Schedules, such Seller does not own any other Equity Interests of the Company, securities, instruments or rights convertible into Equity Interests of the CompanyPurchased Equity.

Authority; Enforceability; Title. (a) Such Seller has all requisite power and authority or capacity, as the case may be, to enter into and perform its obligations under this Agreement and the other agreements contemplated hereby to which such Seller is or will be a party (collectively, the “Seller Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and its respective Seller Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of such Seller. This Agreement and the Seller Documents have been (or, as applicable, will be as of the Closing) duly and validly executed and delivered by such Each Seller and constitute the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by the General Enforceability Exceptions. (b) Each Seller that is a corporation, limited liability company, limited partnership, trust or other form of legal entity Parent has the requisite corporate, trust or other power and authority to execute and deliver this Agreement and its respective Seller Documentsthe Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. The execution and thereby. All actions delivery by each Seller and of Seller Parent of the Transaction Documents to which such Seller or Seller Parent is a party, and the consummation by each Seller of the Transactions, has been duly and validly authorized by each Seller or Seller Parent, as applicable, and no corporate proceedings to be taken by or on the part of such Seller, Seller and/or its Governing Body Parent or equityholder action is necessary to authorize the Transaction Documents to which it is a party or to consummate the Transactions contemplated by or perform the obligations under the Transaction Documents to which it is a party. (b) The Transaction Documents to which each Seller or Seller Parent is a party have been duly and permit validly executed and delivered by such Seller or Seller Parent, as applicable, and, assuming the due authorization, execution and delivery by the other parties thereto, each Transaction Document to which each Seller or Seller Parent is a party constitutes the legal, valid and binding agreement of such Seller of this Agreement or Seller Parent, enforceable against each Seller or Seller Parent in accordance with its terms and of its respective Seller Documents and conditions, except as limited by the performance by it of its obligations hereunder and thereunder have been duly and properly takenEnforceability Exceptions. (c) Such Each Seller is the record and beneficial owner of the Company Shares set forth opposite its name on Schedule 5.1(c) of the Seller Disclosure Schedules, Interests and such Seller has good and valid title to such Company Shares, free and clear of all Liens, other than Liens created pursuant to applicable Laws. There is no Lien, option, right of pre-emption, right of first or last refusal or other third party right over any of the Company Shares owned by such Seller. Other than the Proxies, such Seller is not a party to (i) any option, warrant, purchase right or other Contract (other than this Agreement) that could require such Seller to sell, transfer or otherwise dispose of any Equity Interests of the Company, or (ii) any voting trust, proxy, or other agreement or understanding with respect to the voting of any Equity Interests of the Company. At the Closing, such Seller shall sell, transfer and convey the Company Shares owned by such Seller to Buyer free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws). Other than Upon the Company Shares set forth next to such Seller’s name on Schedule 5.1(c) consummation of the Seller Disclosure Schedulestransactions contemplated by this Agreement and in accordance with the terms hereof, such Seller does not own any at the Closing, Buyer will acquire good and valid title to the Interests, free and clear of all Liens (other Equity Interests of the Companythan restrictions on transfer arising under applicable securities Laws), securities, instruments or rights convertible into Equity Interests of the Companyother than Liens created by B▇▇▇▇.