Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyand, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery approval of this Agreement by each the holders of Parent and Merger Sub two-thirds of the outstanding Shares in accordance with the MBCL, to consummate the transactions contemplated hereby. This Agreement and the consummation by each of Parent and Merger Sub the Company of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, the Board of Directors of the Company and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions transactions contemplated hereby (other than (a) than, with respect to the Merger, (i) the Parent Stockholder Approval and the approval of this Agreement by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting two-thirds of the sole member of Merger Sub or by written consent, and (ii) outstanding Shares in accordance with the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalMBCL). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming due authorizationthis Agreement constitutes the valid and binding agreement of Parent and Newco, execution constitutes the valid and delivery by binding agreement of the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, the Company in accordance with its terms subject terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Company has taken, or will take in accordance with Section 6.14, all action necessary to ensure that, so long as this Agreement shall not have been terminated pursuant to Article VIII hereof, no "Rights" (as that term is defined in that certain Rights Agreement dated as of September 23, 1993 (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, a New York corporation) are issued or required to be issued to the Remedies Exceptionsstockholders of the Company by virtue of the execution and delivery of this Agreement or the Textron Voting Agreement. The Company and each Company Subsidiary have taken all necessary action to exempt the transactions contemplated by this Agreement and the Textron Voting Agreement from, or if necessary to challenge the validity or applicability of, any applicable "moratorium," "fair price," "business combination," "control share" or other state anti- takeover Laws (collectively, "Takeover Laws"), including, without limitation, Chapters 110C, 110D, 110E and 110F of the Massachusetts General Laws. Each of the Company and each Company Subsidiary has taken all action so that the entering into of this Agreement and the Textron Voting Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Textron Voting Agreement do not and will not result in the grant of any rights to any person under the Articles of Organization or Articles or Certificate of Incorporation, By-Laws or other governing instruments of the Company or any Company Subsidiary or restrict or impair the ability of Parent or any of its subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of the Company or any Company Subsidiary that may be directly or indirectly acquired or controlled by it or to otherwise engage in transactions with the Company or any Company Subsidiary.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Buyer has all necessary corporate or limited liability company requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Transactions Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Buyer and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Buyer, enforceable against each of Parent and Merger Sub, it in accordance with its their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms subject to the Remedies Exceptionsof this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) than, with respect to the Merger, (i) the Parent Stockholder Approval and adoption of this Agreement by the approval by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member of Merger Sub or then-outstanding Shares, if and to the extent required by written consentapplicable Law, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalDGCL). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Purchaser, constitutes a legal, valid and binding obligation obligations of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, the Company in accordance with its terms terms. Prior to the execution of this Agreement, the Board has taken all action necessary to exempt under or make not subject to the Remedies Exceptionsprovisions of Section 203 of the DGCL or any provision of the Certificate of Incorporation and the By-Laws of the Company that would require any corporate approval other than that otherwise required by the DGCL: (i) the execution of this Agreement, (ii) the Offer, (iii) the Merger and (iv) the other transactions contemplated by this Agreement. Prior to the execution of this Agreement, the Board has unanimously approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to any of the Transactions.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all required corporate or other action on the part of the Company and no other corporate or other proceedings on the part of the Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, it in accordance with its terms their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Remedies Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Each of Parent and Merger Sub Seller has all necessary corporate or limited liability company requisite power and authority to (a) execute and deliver this Agreement and each the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreement Agreements”) to which they are such Seller is a party, to ; (b) perform its his obligations hereunder and thereunder thereunder, and to (c) consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery by Sellers of this Agreement by and the Ancillary Agreements to which each of Parent and Merger Sub Seller is a party and the consummation by each of Parent and Merger Sub Sellers of the Transactions have beentransactions contemplated hereby and thereby, and each Ancillary Agreement to which they are a party will bethe performance by Sellers of their obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Parent or Merger Sub are necessary the Sellers is required to authorize the execution, delivery and performance of this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Sellers of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which a Seller is a party have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub such Seller and, assuming the due authorization, authorization and valid execution and delivery hereof by the CompanyConnecture, each constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sellers, enforceable against each of Parent and Merger Sub, Sellers in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent CHE and Merger Sub Seller has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement by each of Parent CHE and Merger Sub Seller and the consummation by each of Parent CHE and Merger Sub Seller of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of CHE and Seller, and no other corporate proceedings on the part of Parent CHE or Merger Sub Seller are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (transactions contemplated hereby, other than the approval of this Agreement by the holders of a majority of the outstanding shares of CHE's common stock, par value $.01 per share (athe "Common Stock") and CHE's preferred stock, par value $1.00 per share (the "Preferred Stock") entitled to vote in accordance with respect to the Merger, Delaware General Corporation Law (ithe "DGCL") and CHE's Restated Certificate of Incorporation and Amended and Restated By-Laws (the Parent Stockholder Approval "Required Company Vote"). The Board of Directors of CHE (the "Board") has approved this Agreement and the approval by Paxxxx, as transactions contemplated hereby and declared the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)advisability thereof. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub CHE and Seller and, assuming the due authorization, execution and delivery by the CompanyParent and Purchaser, constitutes a legal, valid and binding obligation of each of Parent CHE and Merger Sub Seller enforceable against each of Parent and Merger Sub, them in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement and, subject to which they are a partyobtaining any necessary stockholder approval of this Agreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions transactions so contemplated (other than the approval of this Agreement by the holders of at least a majority of the outstanding Shares on the record date for determining Shares entitled to vote at the Company Stockholders’ Meeting (aas defined below) with respect to which constitutes the only stockholder approval required for consummation of the Merger, (i) ). The board of directors of the Parent Stockholder Approval Company and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting special committee of the sole member board of directors of the Company appointed to evaluate the Merger Sub or by written consent, (the “Special Committee”) have determined that it is advisable and (ii) in the filing best interest of the Company’s stockholders for the Company to enter into the transactions contemplated hereby and recordation of appropriate merger documents as required by has recommended that the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Company’s stockholders approve this Agreement. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming the due authorization, execution and delivery by the Company, Brynwood and Lincoln Acquisition constitutes a legal, valid and binding obligation of each of Parent and Merger Sub the Company enforceable against each of Parent and Merger Sub, the Company in accordance with its terms subject to (i) the Remedies Exceptionseffect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally, (ii) the availability of equitable remedies, including specific performance, and (iii) the enforceability of legal remedies insofar as such remedies may be subject to overriding considerations of public policy.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary corporate or requisite limited liability company or similar power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all required limited liability company or other action on the part of the Company and no other limited liability company or other proceedings on the part of the Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, it in accordance with its terms their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Remedies Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Each of Parent and Merger Sub Buyer has all necessary the requisite corporate or limited liability company power and authority to execute and deliver this Agreement deliver, and each Ancillary Agreement to which they are a party, to perform its obligations hereunder under, this Agreement and thereunder and to consummate the TransactionsCompany Option Agreement, in each case subject to obtainment obtaining the necessary approval of the Parent Stockholder ApprovalHigh Court referred to in Article V hereof, under applicable law. The execution and delivery by Buyer of this Agreement by each of Parent and Merger Sub the Company Option Agreement, and the consummation by each of Parent and Merger Sub of the Transactions Scheme and the transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Buyer. This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Buyer and, assuming the due authorization, execution and delivery of this Agreement and the Company Option Agreement by the Company, constitutes is a legal, valid and binding obligation of each of Parent and Merger Sub Buyer, enforceable against each of Parent and Merger Sub, Buyer in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general equitable principles. The shares of Buyer Common Stock to be issued by Buyer and allotted pursuant to the Acquisition, as well as the Buyer Options and the shares of Buyer Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when issued in accordance with the terms of the Scheme and this Agreement, will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) will, when issued in accordance with the Remedies Exceptionsterms of the Scheme and this Agreement, be registered or exempt from registration under the Securities Act, and registered or exempt from registration under applicable United States "Blue Sky" laws and (iii) will, when issued in accordance with the terms of the Scheme and this Agreement, be listed on the Nasdaq National Market.

Authority Relative to this Agreement. Each of Parent and Merger Sub SPAC has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMerger). The execution and delivery by SPAC of this Agreement by each of Parent and Merger Sub the other Transaction Agreements to which it is a party, and the consummation by each of Parent and Merger Sub SPAC of the Transactions (including the Merger) have beenbeen (or, and each Ancillary Agreement to which they are a party in the case of any Transaction Agreements entered into after the date of this Agreement, will be, be upon execution thereof) duly and validly authorized by all necessary corporate actionaction on the part of SPAC, and no other corporate proceedings on the part of Parent or Merger Sub SPAC are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are it is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder SPAC Shareholder Approval). This Agreement has and the other Transaction Agreements to which SPAC is a party have been (or, in the case of any Transaction Agreements to be entered into by SPAC after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub SPAC and, assuming the due authorization, execution and delivery hereof and thereof by the Companyother parties thereto, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent and Merger Sub SPAC enforceable against each of Parent and Merger Sub, it in accordance with its their terms (subject to the Remedies Enforcement Exceptions).

Authority Relative to this Agreement. Each of Parent and Merger Sub Cakewalk has all necessary corporate or limited liability company power full power, capacity and authority to execute and deliver this Agreement and each Ancillary Agreement other Transaction Document to which they are it is or, at the Closing, will be a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval"). The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been, and each Ancillary Agreement to which they are Cakewalk is or, at the Closing, will be a party will be, have been duly and validly authorized by all necessary corporate actionCakewalk, and no other corporate proceedings on the part of Parent Cakewalk (or Merger Sub any other person) are necessary to authorize the execution and delivery by Cakewalk of this Agreement and each Ancillary Agreement or the consummation of the Contemplated Transactions to which they are Cakewalk is or, at the Closing, will be a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)party. This Agreement has been and, at the Closing, the other Transaction Documents to which Cakewalk is a party will have been, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andCakewalk, and (assuming due authorization, the valid execution and delivery thereof by the Companyother parties thereto) constitute or will at the Closing constitute, constitutes a as the case may be, the legal, valid and binding obligation agreements of each of Parent and Merger Sub Cakewalk enforceable against each of Parent and Merger Sub, Cakewalk in accordance with its terms their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Remedies Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Each Except for such authorization as is required by the Bankruptcy Court and receipt of Parent any Regulatory Approvals, Sellers have all requisite power, authority and Merger Sub has all necessary corporate or limited liability company power and authority legal capacity to (a) execute and deliver this Agreement, (b) execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Sellers in connection with the consummation of the transactions contemplated by this Agreement (the “Sellers’ Documents”), and each Ancillary Agreement to which they are a party, to (c) perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Sellers’ Documents, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Sellers. This Agreement has been been, and at or prior to the Closing, each of the Sellers’ Documents will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, Sellers and (assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto, constitutes a and the entry of the Sale Order) this Agreement constitutes, and each of the Sellers’ Documents when so executed and delivered will constitute, legal, valid and binding obligation obligations of each of Parent and Merger Sub Sellers, enforceable against each of Parent and Merger Sub, Sellers in accordance with its terms respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (the Remedies “Bankruptcy Exceptions”).

Authority Relative to this Agreement. Each of Parent and Merger Sub SPAC Party has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, to perform ; and (b) carry out its obligations hereunder under this Agreement and thereunder the other Transaction Agreements and to consummate the Transactions, in each case subject Transactions (including the Merger and the Share Swap) contemplated hereby and thereby. Subject to obtainment receipt of the Parent Stockholder SPAC Shareholder Approval. The , the execution and delivery by each SPAC Party of this Agreement by each of Parent and Merger Sub the other Transaction Agreements to which it is (or will be) a party, and the consummation by each of Parent and Merger Sub of the Transactions (including the Merger and the Share Swap) have beenbeen (or, and each Ancillary in the case of any Transaction Agreement to which they are a party entered into after the date of this Agreement, will be, be upon execution thereof) duly and validly authorized by all necessary corporate actionaction on the part of such SPAC Party, and no other corporate proceedings on the part of Parent or Merger Sub such SPAC Party are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval contemplated hereby and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the other Transaction Agreements to which a SPAC Party is (or will be) a party have been (or, in the case of any Transaction Agreement entered into after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub such SPAC Party and, assuming the due authorization, execution and delivery hereof and thereof by the CompanyCompany and the other Persons parties thereto, constitutes a legalconstitute or will constitute, valid upon execution thereof, as applicable, the legal and binding obligation obligations of each of Parent and Merger Sub such SPAC Party enforceable against each of Parent and Merger Sub, it in accordance with its terms subject to their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Remedies Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. Each of Parent the Representative ------------------------------------ and Merger Sub the Company has all necessary corporate or limited liability company power and company authority to execute and deliver this Agreement Agreement, and each Ancillary agreement, document, instrument or certificate contemplated by this Agreement or to which they are a partybe executed by the Representative or the Company in connection with the transactions contemplated hereby and thereby (together with this Agreement, the "Seller ------ Documents"), and to perform its obligations hereunder and thereunder and to --------- consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent the Company and Merger Sub the Representative and the consummation by each of Parent the Company and Merger Sub the Representative of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, company action and no other corporate company proceedings on the part of Parent the Company or Merger Sub the Representative are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions contemplated hereby. This Agreement has been and each of the other Seller Documents will be at or prior to Closing duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and the Representative and, assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent the Company and Merger Sub the Representative, enforceable against each of Parent the Company and Merger Sub, the Representative in accordance with its terms subject to terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors' rights and general principles of equity affecting the Remedies Exceptionsavailability of specific performance and other equitable remedies.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Purchaser has all necessary corporate or limited liability company rights, power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby, as well as all other agreements, certificates and documents executed or delivered, or to be executed or delivered, by the Purchaser in each case subject to obtainment of connection herewith (collectively, with this Agreement, the Parent Stockholder Approval"PURCHASER DOCUMENTS"). The execution and delivery of this Agreement by each of Parent and Merger Sub the Purchaser and the consummation by each of Parent and Merger Sub the Purchaser of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of the Purchaser, and no other corporate proceedings on the part of Parent or Merger Sub the Purchaser are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting transactions so contemplated hereby. Each of the sole member of Merger Sub Purchaser Documents to which the Purchaser is, or by written consentwill be, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSa party has been, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been or will be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Purchaser, and, assuming the due authorization, execution and delivery of the Purchaser Documents by the Companyother parties, constitutes a are (or when executed and delivered will be) legal, valid and binding obligation obligations of each the Purchaser, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of Parent general application affecting the enforcement of creditors' rights generally and Merger Sub enforceable against each (ii) general principles of Parent and Merger Subequity, regardless of whether asserted in accordance with its terms subject to the Remedies Exceptionsa proceeding in equity or at law.

Authority Relative to this Agreement. Each of Parent and Merger Sub Holdco has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and and, subject to receiving Holdco Requisite Stockholder Approval, to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery by Holdco of this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, the performance by each Holdco of Parent its obligations hereunder and Merger Sub thereunder and the consummation by each of Parent and Merger Sub Holdco of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub Holdco are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) than, with respect to the MergerMergers, (i) the Parent Stockholder Approval Pre-Closing Conversion, and the approval by PaxxxxHoldco Requisite Stockholder Approval, as which the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consentWritten Consents shall satisfy, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalDGCL). This Agreement has been been, and the other Transaction Documents to which Holdco is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Xxxxxx and, assuming the due authorization, execution and delivery by the Companyother party or parties thereto, constitutes (or will then constitute) a legal, valid and binding obligation of each of Parent and Merger Sub Holdco, enforceable against each of Parent and Merger Sub, Holdco in accordance with its terms subject terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). To the knowledge of Holdco, no state takeover statute is applicable to the Remedies ExceptionsMergers or the other Transactions.

Authority Relative to this Agreement. Each of Parent Purchaser and Merger Sub has all necessary PurchaserSub have full corporate or limited liability company power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery by Purchaser and PurchaserSub of this Agreement by each of Parent and Merger Sub the Ancillary Agreements to which Purchaser and/or PurchaserSub is a party and the consummation by each of Parent Purchaser and Merger Sub PurchaserSub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionactions of Purchaser and PurchaserSub, and no other corporate proceedings action on the part of Parent Purchaser or Merger Sub are necessary PurchaserSub is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Purchaser and PurchaserSub of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which Purchaser and/or PurchaserSub is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Purchaser and/or PurchaserSub, as applicable, and, assuming the due authorization, execution and delivery by hereof (and in the Companycase of the Ancillary Agreements to which the Company and/or each Shareholder is a party, thereof) by, and enforceability against, Company and/or each Shareholder, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub Purchaser and/or PurchaserSub, enforceable against each of Parent and Merger SubPurchaser and/or PurchaserSub, as applicable, in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub Party has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder ApprovalApproval or the approval of Pubco as the sole stockholder of each of the Merger Subs, as applicable. The execution and delivery of this Agreement by each of Parent and Merger Sub Party and the consummation by each of Parent and Merger Sub Party of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate or limited liability company action, as applicable, and no other corporate or limited liability company proceedings on the part of any Parent or Merger Sub are Party is necessary to authorize this Agreement and each Ancillary Agreement to which they are it is a party or to consummate the Transactions (other than (a) with respect to the MergerMergers, (i) the Parent Stockholder Approval and Approval, the approval by PaxxxxParent, as the sole member stockholder of Pubco Merger Sub, either at a duly convened meeting and the approval of Pubco as the sole stockholder of each of the sole member of Merger Sub or by written consentSubs, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSTBOC, as applicable, and (b) with respect to the issuance of Parent Pubco Common StockStock and the amendment and restatement of the Pubco Certificate of Incorporation pursuant to this Agreement, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of the Parent Parties and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Party enforceable against each of Parent and Merger Subit, in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each Except for such authorization as is required by the Bankruptcy Court and receipt of Parent and Merger Sub any Regulatory Approvals, each of the Sellers has all necessary corporate or limited liability company power requisite power, authority and authority legal capacity to (a) execute and deliver this Agreement, (b) execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by such Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Sellers’ Documents”), and each Ancillary Agreement to which they are a party, to (c) perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Sellers’ Documents, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Sellers. This Agreement has been been, and at or prior to the Closing, each of the Sellers’ Documents will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, the Sellers and (assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto, constitutes a and the entry of the Sale Order) this Agreement constitutes, and each of the Sellers’ Documents when so executed and delivered will constitute, legal, valid and binding obligation obligations of each of Parent and Merger Sub the Sellers, enforceable against each of Parent and Merger Sub, the Sellers in accordance with its terms respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (the Remedies “Bankruptcy Exceptions”).

Authority Relative to this Agreement. Each of Parent Xxxxxx and Merger Sub Newco has all necessary ------------------------------------- requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Agreements to which they are it is a party, to perform its obligations hereunder and thereunder party and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Transaction Agreements to which Xxxxxx or Newco is a party and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionthe Board of Directors of Xxxxxx and Newco and, in the case of Newco, by its sole shareholder, and no other corporate proceedings on the part of Parent Xxxxxx or Merger Sub Newco are necessary to authorize this Agreement and each Ancillary Agreement Agreement, the Transaction Agreements to which they are Xxxxxx or Newco is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub transactions contemplated hereby or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andeach of Xxxxxx and Newco, and assuming due authorization, execution that this Agreement has been duly executed and delivery delivered by each of Sellers and the Company, constitutes a legal, valid and binding obligation of each of Parent Xxxxxx and Merger Sub Newco, enforceable against each of Parent Xxxxxx and Merger Sub, Newco in accordance with its terms subject terms. Assuming due execution and delivery by all parties thereto, the Transaction Agreements to which Xxxxxx or Newco is a party will constitute a legal, valid and binding obligation of each of Xxxxxx and Newco, as the Remedies Exceptionscase may be, enforceable against each of Xxxxxx and Newco in accordance with their respective terms.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary corporate or limited liability company organizational power and authority, including under applicable laws of the state of Florida, and the Company organizational documents, to execute and deliver this Agreement. The Company has all necessary power and authority to execute and deliver this Agreement and each Ancillary Agreement Document to which they are the Company is or will be a party, to perform its or his obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The Board, by resolutions duly adopted at a meeting duly called and held or by written consent in each case subject to obtainment lieu of a meeting of the Parent Stockholder ApprovalBoard has (i) approved and authorized the execution and delivery of this Agreement, (ii) approved the consummation of the transactions contemplated hereby and (iii) determined that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby is advisable, and no other action on the part of the Company is required to duly authorize this Agreement and the consummation of the transactions contemplated hereby. The This Agreement has been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery of this Agreement by each of Parent the other Parties, shall constitute a valid and Merger Sub and the consummation by each of Parent and Merger Sub binding 41 US-DOCS\131312541.20 obligation of the Transactions have beenCompany, and each Ancillary Agreement to which they are a party will beenforceable in accordance with its terms, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, except as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required limited by the DGCL and the NRSEnforceability Exceptions. The Ancillary Documents, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly when executed and delivered by Paxxxx xnd Mexxxx Xub the Company, shall have been duly executed and delivered by the Company, and, assuming the due and valid authorization, execution and delivery of this Agreement and the Ancillary Documents by the Companyother Parties hereto or thereto, constitutes a legalas applicable, shall constitute the valid and binding obligation of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, in accordance with its terms subject to their terms, except as limited by the Remedies Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub It has all necessary the full corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement all other agreements and instruments contemplated hereby or related hereto to which they are a party, to perform its obligations hereunder be executed and thereunder delivered by it and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement and all other agreements and instruments contemplated hereby or related hereto to be executed and delivered by each of Parent and Merger Sub it, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized and approved by all necessary corporate actionaction by it including, and no other corporate proceedings on the part without limitation, any vote, consent or approval of Parent any stockholder of any Assignor that may be required by applicable law or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement any agreement to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)party. This Agreement has been duly executed and delivered by each Assignor and this Agreement and all other agreements and instruments contemplated hereby or related hereto to be executed and delivered by any Assignor have been or will be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub it and, assuming due authorization, execution that each of this Agreement and delivery such other agreements and instruments contemplated hereby or related hereto executed or to be executed by the Company, Assignee constitutes a legal, valid and binding obligation agreement of Assignee, each of Parent this Agreement and Merger Sub such other agreements and instruments constitutes or will constitute, when executed and delivered by it, its legal, valid and binding agreement, enforceable against each of Parent and Merger Sub, it in accordance with its terms terms, subject to the Remedies Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment transactions contemplated by this Agreement. Each of (a) the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of such transactions and (b) the Transactions have been, and each Ancillary Agreement to which they are a party will be, issuance of shares of Parent Common Stock in accordance with the Merger has been duly and validly authorized by all necessary corporate action, action by Parent and Merger Sub and no other corporate proceedings on the part of Parent or and Merger Sub and no other stockholder votes are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (such transactions, other than (a) than, with respect to the MergerShare Issuance, as provided in Section 4.16. The Board of Directors of Parent, by resolutions adopted by unanimous vote of those voting (and not subsequently rescinded or modified in any way) at a meeting duly called and held at which a quorum was present and acting throughout, has duly (i) the Parent Stockholder Approval determined that this Agreement and the approval by Paxxxx, as Merger are fair to and in the sole member best interests of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consentParent and its stockholders, and has declared the Merger to be advisable, (ii) approved and adopted this Agreement, the filing and recordation of appropriate merger documents as required by Merger, the DGCL Share Issuance and the NRSother transactions contemplated hereby, (iii) resolved to recommend the Share Issuance to its stockholders for approval and (biv) with respect directed that the Share Issuance be submitted to the issuance of Parent Common Stock, the Parent Stockholder Approval)its stockholders for consideration. This Agreement has been duly authorized and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution Parent and delivery by Merger Sub and constitutes the Company, constitutes a legal, valid and binding obligation obligations of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary corporate or requisite limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all required limited liability company or other action on the part of the Company and no other limited liability company or other proceedings on the part of the Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, it in accordance with its terms their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Remedies Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment . Assuming receipt of the Parent Required Stockholder Approval. The Approvals, the execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all required corporate or other action on the part of the Company and no other corporate or other proceedings on the part of the Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, it in accordance with its terms their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Remedies Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary corporate or requisite limited liability company or similar power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject Transactions to obtainment of the Parent Stockholder Approvalwhich it is a party. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Transactions to which it is a party have been duly and validly authorized by all required limited liability company or other action on the part of the Company and no other limited liability company or other proceedings on the part of the Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Transactions to which it is a party. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, it in accordance with its terms their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Remedies Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Each of Parent and Merger Sub SPAC has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, to perform party; and (b) carry out its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMerger). The execution and delivery by SPAC of this Agreement by each of Parent and Merger Sub the other Transaction Agreements to which it is a party, and the consummation by each of Parent and Merger Sub SPAC of the Transactions (including the Merger) have beenbeen (or, and each Ancillary Agreement to which they are a party in the case of any Transaction Agreements entered into after the date of this Agreement, will be, be upon execution thereof) duly and validly authorized by all necessary corporate actionrequisite action on the part of SPAC, and no other corporate proceedings on the part of Parent or Merger Sub SPAC are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are it is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting SPAC Stockholders of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent SPAC Stockholder Approval)Matters. This Agreement has and the other Transaction Agreements to which SPAC is a party have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub SPAC and, assuming the due authorization, execution and delivery hereof and thereof by the Companyother parties thereto, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent and Merger Sub SPAC enforceable against each of Parent and Merger Sub, it in accordance with its their terms (subject to the Remedies Enforcement Exceptions).

Authority Relative to this Agreement. Each of Parent and Merger Sub AE has all necessary corporate or full limited liability company power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which they are AE is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery by AE of this Agreement by each of Parent and Merger Sub the Ancillary Agreements to which it is a party and the consummation by each of Parent and Merger Sub AE of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionlimited liability company action of AE, and no other corporate proceedings limited liability company action on the part of Parent or Merger Sub are necessary AE is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting AE of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which AE is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub AE and, assuming the due authorization, execution and delivery by hereof (and, in the Companycase of the Ancillary Agreements to which Purchaser is a party, thereof) by, and enforceability against, Purchaser, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub AE enforceable against each of Parent and Merger Sub, it in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary to perform its obligations hereunder and, subject to obtaining the approval of the shareholders of the Company of this Agreement to which they are a partyand receipt of required regulatory approvals and consents, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby. Subject to the foregoing, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, action on the part of the Company and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions so contemplated. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming the due authorization, execution and delivery by the CompanyBuyer and Merger Sub, constitutes a legalvalid, valid legal and binding obligation of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, the Company in accordance with its the terms subject to hereof. The required votes for the Remedies Exceptionsapproval of the Merger (the “Company Shareholder Approval”) are: (i) the affirmative vote of 75% of the voting power of the Company Shares present and voting at the Company Shareholders Meeting in person or by proxy; and (ii) if the Principal Shareholder has a “personal interest” (as such term is defined under the Israeli Companies Law) in this Agreement or the Merger, the affirmative vote of at least one-third of the aggregate voting power of the Company Shares held by shareholders that do not have a personal interest in this Agreement and the Merger and who are present and voting at the Company Shareholders Meeting (the “Non-Interested Shareholders”); provided, however, such one-third vote would not be required in the event that the total votes opposing the Merger cast by the Non-Interested Shareholders do not exceed 1% of the voting rights in the Company.

Authority Relative to this Agreement. Each of Parent and Merger Sub Purchaser has all necessary corporate or limited liability company requisite power and authority (corporate or otherwise) to execute execute, deliver and deliver preform this Agreement and each Ancillary Agreement Document to which they are it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each such Agreement and Document to which it is a party and to perform and consummate the Transactions. The Agreement and each Document to which Purchaser is a party, to perform and the performance of its respective obligations hereunder and thereunder and to consummate the Transactionsthereunder, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of Parent or Merger Sub are necessary to authorize this Purchaser, and the Agreement and each Ancillary Agreement Document to which they are Purchaser is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andPurchaser and constitutes, assuming due authorization, or upon its execution and delivery as contemplated by the Companythis Agreement will constitute, constitutes a legal, valid and legally binding obligation of each of Parent and Merger Sub Purchaser enforceable against each of Parent and Merger Sub, Purchaser in accordance with its terms subject and conditions, except as limited by the General Enforceability Exceptions. The Board of Directors (or the appropriate committee thereof) of the Purchaser (i) has determined that this Agreement, the Documents and the other transactions contemplated hereby are desirable and in the best interests of the Purchaser and its shareholders and (ii) have approved this Agreement, the Documents to which it is a party, and the Remedies Exceptionsother transactions contemplated hereby. No other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement, the Documents to which it is a party or any certificate or other instrument required to be executed and delivered by the Purchaser pursuant hereto or to consummate the issuance of the Consideration Shares or any other transactions contemplated hereby or thereby. None of such actions have been amended, rescinded or modified.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Buyer has all necessary corporate or limited liability company requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Transactions Contemplated Transactions, including, without limitation, the Membership Interest Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of the Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Buyer and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Buyer, enforceable against each of Parent and Merger Sub, it in accordance with its terms subject to the Remedies Exceptionstheir respective terms, except as limited by applicable Bankruptcy and Equity Principles.

Authority Relative to this Agreement. Each of Parent and Merger Sub Buyer has all necessary full corporate or limited liability company other power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which they are each of them is a party, to perform its their obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery by each of the Buyers of this Agreement by and the Ancillary Agreements to which each of Parent and Merger Sub them is a party and the consummation by each one of Parent and Merger Sub them of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction by the Board of Directors (or Managers, as the case may be) of Cimatron, CTI and Sub, as applicable and no other corporate proceedings action on the part of Parent their respective Boards of Directors (or Merger Sub are necessary Managers, as the case may be) is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are each of them is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member each of Merger Sub, either at a duly convened meeting them of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which Cimatron, CTI and Sub are parties to have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Cimatron, CTI and Sub and, assuming the due authorization, execution and delivery hereof by the CompanyCompany and/or the other parties thereto, constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub them enforceable against each of Parent and Merger Sub, them in accordance with its terms subject their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of HoldCo, Parent and Merger Sub has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, have been duly and validly authorized by all required corporate or other action on the part of each of HoldCo, Parent and Merger Sub, and no other corporate or other proceedings on the part of HoldCo, Parent or Merger Sub are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. Parent, in its capacity as sole stockholder of Merger Sub, has approved this Agreement and the consummation Contemplated Transactions, as required by each of Parent and Merger Sub of the Transactions have DGCL. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of HoldCo, Parent and Merger Sub and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of HoldCo, Parent and Merger Sub, enforceable against it in accordance with its terms subject to the Remedies Exceptionstheir respective terms, except as limited by applicable Bankruptcy and Equity Principles.

Authority Relative to this Agreement. Each Except as set forth in Section 2.4 of Parent and Merger Sub the Company Disclosure Schedule, the Company has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all required corporate or other action on the part of the Company and no other corporate or other proceedings on the part of the Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, it in accordance with its terms their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Remedies Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary the requisite corporate or limited liability company power and authority to execute and deliver this Agreement deliver, and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactionsunder, in each case subject to obtainment of the Parent Stockholder Approvalthis Agreement under applicable law. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have beenthis Agreement, and each Ancillary Agreement to which they are a party will bethe consummation of the Merger and the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes is a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against them in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general equitable principles. The Parent Options and the shares of Parent Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when such shares of Parent Common Stock are issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), such shares will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) will, when issued in accordance with the Remedies Exceptionsterms of the Merger and this Agreement (or the applicable option agreements), be registered under the Securities Act, and registered or exempt from registration under applicable United States "Blue Sky" laws and (iii) will, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), be listed on the Nasdaq National Market.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Purchaser has all necessary corporate or requisite limited liability company partnership authority and power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement and the other agreements and instruments to be executed by each of Parent and Merger Sub the Purchaser in connection herewith and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate required limited partnership action, as applicable, on the part of the Purchaser, and no other corporate proceedings limited partnership proceedings, as applicable, on the part of Parent or Merger Sub the Purchaser are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Purchaser and, assuming this Agreement has been duly authorized, executed and delivered by the Sellers, constitutes a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. As of the Closing, the other agreements and instruments contemplated hereby will have been duly and validly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Companysuch other parties thereto, constitutes a legal, will constitute valid and binding obligation agreements of each of Parent and Merger Sub the Purchaser, enforceable against each of Parent and Merger Sub, the Purchaser in accordance with its terms subject to the Remedies Exceptionstheir terms.

Authority Relative to this Agreement. Each of Parent Buyer and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery by each of Buyer and Merger Sub of this Agreement and the other Transaction Documents to which Buyer or Merger Sub, as applicable, is a party, the performance by each Buyer or Merger Sub, as the case may be, of Parent its obligations hereunder and thereunder, and the consummation by Buyer or Merger Sub, as applicable, of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Buyer and Merger Sub and by Buyer, as the consummation sole stockholder of Merger Sub, and no additional authorization or consent is required in connection with the execution and delivery and performance by each of Parent Buyer and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Agreement. This Agreement has been (and each other Transaction Document to be executed by Buyer or Merger Sub, as the case may be, at or prior to the Closing will be) duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Buyer or Merger Sub, as applicable, and, assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto, constitutes (and each other Transaction Document to which Buyer or Merger Sub, as applicable, is a legalparty when executed and delivered, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, will constitute) a valid and binding obligation of each of Parent and Buyer or Merger Sub (subject, in the case of Merger Sub, to approval by Buyer as the sole stockholder thereof), as applicable, enforceable against each of Parent and Buyer or Merger Sub, as applicable, in accordance with its terms subject to except as such enforceability may be limited by the Remedies Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Buyer has all necessary corporate or limited liability company requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Transactions Contemplated Transactions, including, without limitation, the Membership Interest Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Buyer and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Buyer, enforceable against each of Parent and Merger Sub, it in accordance with its their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms subject to of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by the Remedies ExceptionsMembers) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of Parent Shareholder has full and Merger Sub has all necessary corporate or limited liability company complete power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject transactions contemplated hereby as they relate to obtainment such Shareholder and the transactions described herein have been approved by the Board of the Parent Stockholder ApprovalDirectors of Company. The execution and delivery of this Agreement by each of Parent Shareholder and Merger Sub any and all related agreements and documents, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actioneach such Shareholder and, except only for the lessor consents to be delivered pursuant to Section 3.3,Delete: or any consent of LaSalle Bank to be delivered pursuant to Section 2.2 and consent of LaSalle Bank to be delivered pursuant to Section 6.7, no other consents or corporate proceedings on the part of Parent Shareholders or Merger Sub Company are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Mergerthereto. When executed and delivered, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consentthis Agreement, and (ii) the filing all related agreements and recordation of appropriate merger documents as required by the DGCL and the NRSdocuments, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has shall have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andShareholders and will not violate, assuming due authorizationconstitute or cause a default, execution or result in any loss of a Material right under, any provision of law or Company's articles of incorporation and delivery by bylaws, or any rule, regulation, order, judgment, decree, contract, instrument or agreement to which Shareholders or Company is subject, or to which either is a party, and will not result in any termination, acceleration or maturity of any liability, Indebtedness or obligation of Shareholders or Company. This Agreement constitutes, and when executed and delivered each of the Companyrelated agreements and documents shall constitute, constitutes a legal, valid and binding obligation of each of Parent Company and Merger Sub enforceable against each of Parent and Merger Sub, in accordance with its terms subject to the Remedies ExceptionsShareholders.

Authority Relative to this Agreement. Each of Parent and Merger Sub has Purchaser have all necessary requisite corporate or limited liability company power and authority to execute and deliver enter into this Agreement and each Ancillary Agreement any other Transaction Documents to which they are it is a party, party thereto and to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby, in each case case, subject to obtainment the consents, approvals, authorizations and other requirements described in Section 6.5 and the approval and adoption of this Agreement by the Required Parent Stockholder Approval at the Parent Stockholder ApprovalStockholders’ Meeting. The execution and delivery of this Agreement by each of Parent and Merger Sub Xxxxxx and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionthe Parent Board and, and upon receipt of the Required Parent Stockholder Approval, no other corporate proceedings on the part of Parent or Merger Sub the Parent Holders are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting consummation of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Xxxxxx and Purchaser, and, assuming due authorization, authorization and execution and delivery by the Companyother Party, constitutes the valid and binding agreement of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms, subject to the Remedies Exceptions. Each Transaction Document to be executed by Parent and Purchaser at or prior to the Closing will be, when executed and delivered by Parent and Purchaser, duly and validly executed and delivered and, assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a legal, valid and binding obligation of each of Parent and Merger Sub Purchaser, enforceable against each of Parent and Merger Sub, Purchaser in accordance with its terms terms, subject to the any applicable Remedies ExceptionsException.

Authority Relative to this Agreement. Each of Parent Holdings and Merger Sub has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation of the Contemplated Transactions have been duly and validly authorized by all required corporate or similar action on the part of each of Parent Holdings and Merger Sub, and no other corporate or other proceedings on the part of Holdings or Merger Sub of are necessary to authorize the Transactions have Transaction Documents to which each is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Holdings and Merger Sub, and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent Holdings and Merger Sub, enforceable against it in accordance with its terms subject to the Remedies Exceptionstheir respective terms, except as limited by applicable Bankruptcy and Equity Principles.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary requisite corporate or limited liability company power and authority authority, and the Shareholder has all requisite right, power and authority, to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which it or they are a party, to perform its or their obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which the Company is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all required corporate action on the part of the Company, and no other corporate or other proceedings on the part of the Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which it or they are a party will be, duly and validly authorized executed and delivered by all necessary corporate actionthe Company and the Shareholder and, assuming this Agreement has been, and no each of the other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement Transaction Documents to which it or they are a party or to consummate the Transactions (other than (a) with respect to the Mergerwill be, (i) the Parent Stockholder Approval and the approval by Paxxxxduly authorized, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andthe other parties thereto, assuming due authorizationthis Agreement constitutes, execution and delivery by each of the Companyother Transaction Documents to which it or they are a party will constitute, constitutes a legal, valid and binding obligation of each of Parent the Company and Merger Sub the Shareholder, enforceable against each of Parent the Company and Merger Sub, the Shareholder in accordance with its terms their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Remedies Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Each Except for such authorization as is required by the Bankruptcy Court and receipt of Parent and Merger Sub any Regulatory Approvals, each Seller has all necessary corporate or limited liability company power requisite power, authority and authority legal capacity to (a) execute and deliver this Agreement, (b) execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Sellers in connection with the consummation of the transactions contemplated by this Agreement that are set forth in Section 5.3 of the Seller Disclosure Schedule attached hereto (the “Sellers’ Documents”), and each Ancillary Agreement to which they are a party, to (c) perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Sellers’ Documents, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of Parent Sellers; provided, however, that the Purchaser acknowledges that MSNH will not be seeking or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and obtaining the approval of this transaction by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents its shareholders as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)applicable Delaware law. This Agreement has been been, and at or prior to the Closing, each of the Sellers’ Documents will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, each Seller and (assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto, constitutes a and the entry of the Sale Order) this Agreement constitutes, and each of the Sellers’ Documents when so executed and delivered will constitute, legal, valid and binding obligation obligations of each of Parent and Merger Sub Seller, enforceable against each of Parent and Merger Sub, Seller in accordance with its terms respective terms, subject to: (i) entry of the Sale Order by the Bankruptcy Court, and (ii) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (the Remedies “Bankruptcy Exceptions”).

Authority Relative to this Agreement. Each The execution, delivery and performance of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement the Indenture and each Ancillary Agreement Transaction Document to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub party and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary requisite corporate action, action on the part of each Newco Entity and no other corporate actions or proceedings on the part of Parent or Merger Sub the Newco Entities are necessary to authorize this Agreement the execution, delivery and each Ancillary Agreement to which they are a party performance of the Transaction Documents, the Indenture or to consummate the Transactions (other than (a) with respect Transactions. The Indenture and each Transaction Document to the Mergerwhich any Newco Entity is a party has been, (i) the Parent Stockholder Approval and the approval by Paxxxxor will be, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub such Newco Entity and, with respect to such Transaction Document and the Indenture, assuming due authorizationit has been duly authorized, execution executed and delivery delivered by the Companyany other party thereto, constitutes constitutes, or will constitute when executed, a legal, valid and binding obligation agreement of each of Parent and Merger Sub such Newco Entity, enforceable against each of Parent and Merger Sub, such Newco Entity in accordance with its terms terms, except for the Enforceability Exceptions. The Newco Shares issuable under Article I have been duly authorized for issuance and, when issued and delivered in accordance with this Agreement, all such Newco Shares will be validly issued and fully paid and nonassessable, and the issuance of such Newco Shares will not be subject to preemptive or other similar rights. The Notes have been duly authorized by Newco and, when duly executed, authenticated, issued and delivered as provided in the Indenture, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of Newco enforceable against Newco in accordance with their terms, subject to the Remedies Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

Authority Relative to this Agreement. Each of Parent and Merger Sub Acquiror has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, to perform ; and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery by Acquiror of this Agreement by each of Parent and Merger Sub the other Transaction Agreements to which it is a party, and the consummation by each of Parent and Merger Sub Acquiror of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of Acquiror, and no other corporate proceedings on the part of Parent or Merger Sub are Acquiror is necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are Acquiror is a party or to consummate the Transactions (Transactions, other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Acquiror Shareholder Matters. This Agreement and the other Transaction Agreements executed and delivered by Acquiror as of the date hereof has been been, and the other Transaction Agreements which Acquiror shall execute and deliver at or prior to the Closing shall be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Acquiror and, assuming the due authorization, execution and delivery hereof and thereof by the Companyother parties hereto and thereto, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent and Merger Sub Acquiror, enforceable against each of Parent and Merger Sub, Acquiror in accordance with its terms subject to their terms, except insofar as enforceability may be limited by the Remedies ExceptionsException.

Authority Relative to this Agreement. Each of Parent the Sellers and Merger Sub MTI has all necessary full corporate or limited liability company partnership power and authority (as applicable) to execute and deliver this Agreement and each of the Sellers Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder Documents (as applicable) and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Sellers Ancillary Documents by each of Parent the Sellers and Merger Sub MTI (as applicable) and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby by the Sellers and MTI (as applicable), have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, or partnership action (as applicable) on the part of the Sellers and MTI (as applicable) and no other corporate or partnership proceedings (as applicable) on the part of Parent or Merger Sub the Sellers and MTI are necessary to authorize this Agreement and each or the Sellers Ancillary Agreement to which they are a party Documents, or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval transactions contemplated hereby and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has been duly and validly executed and delivered and the Sellers Ancillary Documents will be duly and validly executed and delivered at the Closing by Paxxxx xnd Mexxxx Xub the Sellers and MTI (as applicable) and, assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent the Sellers and Merger Sub MTI (as applicable), enforceable against each of Parent and Merger Sub, such party in accordance with its terms subject to the Remedies Exceptionsterms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub With respect to each Shareholder which is not a natural Person, (i) such Shareholder has all necessary corporate or limited liability company full power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which they are such Shareholder is a party, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby, in each case subject to obtainment of (ii) the Parent Stockholder Approval. The execution and delivery by such Shareholder of this Agreement by each of Parent and Merger Sub the Ancillary Agreements to which it is a party and the consummation by each of Parent and Merger Sub such Shareholder of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction of such Shareholder, and no other corporate proceedings action on the part of Parent or Merger Sub are necessary such Shareholder is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are it is a party or to consummate and the Transactions (other than (a) with respect to consummation by such Shareholder of the Mergertransactions contemplated hereby and thereby, (iiii) the Parent Stockholder Approval this Agreement and the approval by PaxxxxAncillary Agreements to which such Shareholder is or will become a party have been or will be, as the sole member of Merger Subapplicable, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming such Shareholder. Assuming the due authorization, execution and delivery by hereof (and, in the Companycase of the Ancillary Agreements to which Purchaser is a party, thereof) by, and enforceability against, Purchaser, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub such Shareholder enforceable against each of Parent and Merger Sub, it in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors' rights generally and by general principles of equity. Such Shareholder's consent set forth in SECTION 1.15 is irrevocable.

Authority Relative to this Agreement. Each of Parent Laidxxx Xxxty has the requisite corporate power to enter into and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver perform its obligations under this Agreement and each Ancillary Agreement to which they are it will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party the respective Laidxxx Xxxties will bebe parties, the consummation of the Acquisitions, in the case of the Laidxxx Xxxlers, and the other transactions contemplated in Articles II and III, in the case of all Laidxxx Xxxties, have been duly and validly authorized by all necessary corporate actionthe respective Boards of Directors of the Laidxxx Xxxties, and no other corporate proceedings on the part of Parent or Merger Sub are any Laidxxx Xxxty, including any approval by the stockholders of Laidxxx, xxe necessary to authorize this Agreement, any Ancillary Agreement to which any Laidxxx Xxxty will be a party, the consummation of the Acquisitions, or the other transactions contemplated in Articles II and III. This Agreement has been duly executed and delivered by each Laidxxx Xxxty. Each Ancillary Agreement required to be executed and delivered by a Laidxxx Xxxty at the Closing will be, upon its execution and delivery as provided in Section 3.3 or elsewhere in this Agreement, duly executed and delivered by such Laidxxx Xxxty. Assuming the valid authorization, execution and delivery of this Agreement (and each Ancillary Agreement to which they are an Allied Party will be a party) by each Allied Party, this Agreement is, and each Ancillary Agreement to which a Laidxxx Xxxty is a party or to consummate the Transactions (other than (a) with respect to the Mergerwill be, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, upon its execution and delivery by at the CompanyClosing as provided in Section 3.3 or elsewhere in this Agreement, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub such Laidxxx Xxxty, enforceable against each of Parent and Merger Sub, in accordance with its terms subject terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to the Remedies Exceptionsor affecting creditors' rights generally or by equitable principles.

Authority Relative to this Agreement. Each of Parent and Merger Sub Except for such authorization as is required from the Bankruptcy Court, each Seller has all necessary corporate or limited liability company requisite power and authority to (a) execute and deliver this Agreement Agreement, (b) execute and deliver each of the Ancillary Agreement Agreements to which they are a partybe executed and delivered by such Seller, to and (c) perform its obligations hereunder and thereunder under each of the Ancillary Agreements to be executed and delivered by such Seller, and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement by and each of Parent the Ancillary Agreements to be executed and Merger Sub delivered by such Seller, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect such Seller subject to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Bankruptcy Court. This Agreement has been been, and at or prior to the Closing each of the Ancillary Agreements will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, each Seller and (assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto, constitutes a and the entry of the Sale Order) this Agreement constitutes, and each of the Ancillary Agreements when so executed and delivered will constitute, legal, valid and binding obligation obligations of each of Parent and Merger Sub Seller, enforceable against each of Parent and Merger Sub, such Seller in accordance with its terms their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity) (the Remedies “Bankruptcy Exceptions”).

Authority Relative to this Agreement. Each of Purchaser and the Parent and Merger Sub has all necessary corporate or limited liability company requisite power and authority (corporate or otherwise) to execute execute, deliver and deliver preform this Agreement and each Ancillary Agreement Document to which they are it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each such Agreement and Document to which it is a party and to perform and consummate the Transactions. The Agreement and each Document to which each of the Purchaser and the Parent is a party, to perform and the performance of its respective obligations hereunder and thereunder and to consummate the Transactionsthereunder, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of Parent or Merger Sub are necessary to authorize this and the Purchaser, as applicable, and the Agreement and each Ancillary Agreement Document to which they are Parent and Purchaser, as applicable, is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andParent and Purchaser, assuming due authorizationas applicable, and constitutes, or upon its execution and delivery as contemplated by the Companythis Agreement will constitute, constitutes a legal, valid and legally binding obligation of each of Parent and Merger Sub Purchaser, as applicable, enforceable against each of Parent and Merger Sub, Purchaser in accordance with its terms subject and conditions, except as limited by the General Enforceability Exceptions. The Board of Directors (or the appropriate committee thereof) of each of the Parent and Purchaser (i) has determined that this Agreement, the Documents and the other transactions contemplated hereby are desirable and in the best interests of the Parent and Purchaser and their respective shareholders and (ii) have approved this Agreement, the Documents to which it is a party, and the Remedies Exceptionsother transactions contemplated hereby. No other corporate proceedings on the part of the Parent and Purchaser, as applicable, are necessary to authorize this Agreement, the Documents to which it is a party or any certificate or other instrument required to be executed and delivered by the Parent and Purchaser pursuant hereto or to consummate the issuance of the Consideration Shares or any other transactions contemplated hereby or thereby. None of such actions have been amended, rescinded or modified.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreement Agreements”) to which they are the Company is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment transactions contemplated hereby and thereby. The Company’s board of the Parent Stockholder Approvaldirectors has unanimously approved this Agreement and declared its advisability. The execution and delivery by the Company of this Agreement by each of Parent and Merger Sub the Ancillary Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub the Company of the Transactions have beentransactions contemplated hereby and thereby, and each Ancillary Agreement to which they are a party will bethe performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate actionaction by the board of directors of the Company, and no other corporate proceedings action on the part of Parent the board of directors of the Company or Merger Sub are necessary by any officer, director or equity holder is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are the Company is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Company of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming the due authorization, execution and delivery hereof (and, in the case of the Ancillary Agreements to which Acquirer is a party, thereof) by the CompanyAcquirer, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub the Company enforceable against each of Parent and Merger Sub, the Company in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Buyer has all necessary corporate or limited liability company requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Transactions Contemplated Transactions, including, without limitation, the Unit Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Buyer and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Buyer, enforceable against each of Parent and Merger Sub, it in accordance with its their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms subject to of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by the Remedies ExceptionsMember) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of Parent and Merger Sub Acquirer has all necessary corporate or limited liability company requisite right, power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub it of the Contemplated Transactions have been duly and validly authorized by all required corporate or other action on the part of Acquirer and no other corporate or other proceedings on the part of Acquirer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Acquirer and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub Acquirer, enforceable against each of Parent and Merger Sub, it in accordance with its terms their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Remedies Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Merger Sub The Buyer has all necessary corporate or limited liability company requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Transactions Contemplated Transactions, including, without limitation, the Share Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Buyer and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Buyer, enforceable against each of Parent and Merger Sub, it in accordance with its their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms subject to of this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by the Remedies ExceptionsShareholders) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of 4.3.1 Parent has, and Merger Sub has shall upon its formation and the Merger Sub Board’s ratification of the approvals made on its behalf prior to formation have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement of the other Transaction Agreements to which they are it is or will be a party, and to perform its obligations hereunder under this Agreement and thereunder the other Transaction Agreements to which it is a party and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of this Agreement and the Transactions have been, and each Ancillary Agreement other Transaction Agreements to which they are any of them is a party or will bebe a party and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate actionthe Parent Board on behalf of Parent and the Merger Sub (the latter to be ratified by the Merger Sub Board upon formation) and by the sole shareholder of the Merger Sub, and other than the aforesaid ratification, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement Agreement, the other Transaction Agreements to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval transactions contemplated hereby and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has been and each Transaction Agreement to which Parent and/or Merger Sub is or will be a party has been or by the Effective Time will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andeach of Parent and Merger Sub, to the extent applicable, and constitutes, assuming the due authorization, execution and delivery hereof and thereof by the Company, constitutes a legalthe valid, valid legal and binding obligation agreement of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with its terms subject terms, except to the Remedies Exceptionsextent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a Proceeding at law or in equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Seller has all necessary requisite corporate or limited liability company authority and power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder the documents and thereunder instruments contemplated hereby and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the documents and instruments contemplated hereby and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary required corporate action, action on the part of the Seller and no other corporate proceedings on the part of Parent or Merger Sub the Seller are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party the documents and instruments contemplated hereby or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval transactions contemplated hereby and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has been and, at Closing, each of the documents and instruments contemplated hereby will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Seller and, assuming due authorizationthis Agreement has been, execution and, at Closing, each of the documents and delivery instruments contemplated hereby will be, duly authorized, executed and delivered by the CompanyPurchaser and Acquisition, this Agreement constitutes and, at Closing, each of the documents and instruments contemplated hereby will constitute, a legal, valid and binding obligation agreement of each of Parent and Merger Sub the Seller, enforceable against each of Parent and Merger Sub, the Seller in accordance with its terms subject terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to the Remedies Exceptionsor affecting creditors' rights generally, or by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Merger Sub ITK has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder under this Agreement, and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub ITK of the Transactions transactions contemplated by this Agreement, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, action of ITK and no other corporate proceedings on the part of Parent or Merger Sub ITK are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions transactions contemplated by this Agreement. Concurrently with the execution and delivery of this Agreement, holders of ITK Shares representing not less than 75% of the Fully Diluted Shares (other than as defined in that certain Shareholders' Agreement among ITK and the stockholders of ITK signatory thereto, dated as of August 7, 1997 (athe "ITK Shareholders' Agreement"), as provided in Section 7.02 of the ITK Shareholders' Agreement) with respect have duly consented in writing (i) to approve this Agreement and the transactions contemplated by this Agreement in lieu of a special meeting of stockholders of ITK and (ii) to terminate the Shareholders' Agreement subject to and effective upon the consummation of the Merger. True and correct copies of such consents are set forth in ITK DISCLOSURE SCHEDULE 5.3. To the knowledge of ITK, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting none of the sole member of Merger Sub or by written consentconsenting ITK stockholders is an Unaccredited Investor, and (ii) all of such consents executed by persons who are not "U.S. persons" within the filing meaning of Rule 901(k) of Regulation S under the Securities Act were executed and recordation of appropriate merger documents as required by delivered outside the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)United States. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andITK. Assuming the due authorization by Digi and Merger Sub, assuming and the due authorization, execution and delivery by the CompanyDigi and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub ITK, enforceable against each of Parent and Merger Sub, in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent and Merger Sub Purchaser has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement by each of Parent and Merger Sub the Ancillary Agreements to which it is a party and the consummation by each of Parent and Merger Sub Purchaser of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction of Purchaser, and no other corporate proceedings action on the part of Parent or Merger Sub are necessary Purchaser is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Purchaser of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which Purchaser is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Purchaser and, assuming the due authorization, execution and delivery by hereof (and in the Companycase of the Ancillary Agreements to which the Company and/or AE is a party, thereof) by, and enforceability against, the Company and/or AE, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub Purchaser, enforceable against each of Parent and Merger Sub, Purchaser in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent The Seller and Merger Sub the Shareholders each has all necessary corporate or limited liability company full power and authority (corporate and otherwise) to execute execute, deliver and deliver perform this Agreement (including execution, delivery and each Ancillary Agreement performance of the Operative Documents to which they are each of them is a party, to perform its obligations hereunder and thereunder ) and to consummate the Transactions, in each case subject to obtainment . The Shareholders constitute all of the Parent Stockholder Approvalshareholders of the Seller, and no person, firm corporation or entity has a claim against the Seller (or a successor in interest to the Seller) based upon (a) ownership or rights to ownership of any shares of the Seller's Common Stock; (b) any rights as a securities holder of the Seller, including, without limitation, any option or other right to acquire any of the Seller's securities, any preemptive rights or any rights to notice or to vote; or (c) any rights under any agreement between the Seller and any current or former holder of the Seller's securities in such holder's capacity as such. The execution and delivery by the Seller and the Shareholders of this Agreement by each of Parent and Merger Sub the Operative Documents, and the consummation by each of Parent and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, the Board of Directors of the Seller and the shareholders of the Seller in accordance with Applicable Law and no other corporate proceedings on the part of Parent or Merger Sub the Seller are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereto. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andthe Seller and the Shareholders, assuming due authorization, execution and delivery by constitutes the Company, constitutes a legal, valid and binding obligation of each of Parent the Seller and Merger Sub the Shareholders, enforceable against each of Parent and Merger Sub, them in accordance with its terms subject terms. The Seller and the Shareholders will each take, and cause to be taken, all corporate action that is necessary for the Remedies ExceptionsSeller to complete the Transactions to be completed by the Seller or the Shareholders pursuant to this Agreement.

Authority Relative to this Agreement. Each of Parent and Merger Sub SPAC has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMerger). The execution and delivery by SPAC of this Agreement by each of Parent and Merger Sub the other Transaction Agreements to which it is a party, and the consummation by each of Parent and Merger Sub SPAC of the Transactions (including the Merger) have beenbeen (or, and each Ancillary Agreement to which they are a party in the case of any Transaction Agreements entered into after the date of this Agreement, will be, be upon execution thereof) duly and validly authorized by all necessary corporate actionaction on the part of SPAC, and no other corporate proceedings on the part of Parent or Merger Sub SPAC are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are it is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent SPAC Stockholder Approval)Matters. This Agreement has and the other Transaction Agreements to which SPAC is a party have been (or, in the case of any Transaction Agreements entered into after the date of this Agreement, will be upon execution thereof) duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub SPAC and, assuming the due authorization, execution and delivery hereof and thereof by the Companyother parties thereto, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent and Merger Sub SPAC enforceable against each of Parent and Merger Sub, it in accordance with its their terms (subject to the Remedies Enforcement Exceptions).

Authority Relative to this Agreement. Each Subject to the applicable provisions of Parent and Merger Sub the Bankruptcy Code, each of the Selling Entities has all necessary corporate or limited liability company power and similar authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is a partyparty and, to perform its obligations hereunder upon entry and thereunder and effectiveness of the Confirmation Order in accordance with the terms hereof, will have all necessary corporate or similar authority to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the other Transaction Documents to which any Selling Entity is party and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionthe board of directors or equivalent governing body of each Selling Entity, and no other corporate proceedings or similar proceeding on the part of Parent or Merger Sub are such Selling Entity is necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Documents to which they are a it is party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub transactions contemplated hereby or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each Selling Entity, and, assuming due authorization, upon their execution and delivery in accordance with the terms of this Agreement, each of the other Transaction Documents to which any Selling Entity is party will have been duly and validly executed and delivered by each Selling Entity, and assuming that this Agreement and the Company, constitutes a legal, other Transaction Documents to which it is party constitute valid and binding obligation agreements of each Buyer to the extent that it is a party thereto, and, subject to the entry and effectiveness of Parent the Confirmation Order, and Merger Sub enforceable against each the execution and delivery of Parent and Merger Sub, such other Transaction Documents in accordance with its the terms subject to hereof, this Agreement and the Remedies Exceptionsother Transaction Documents constitute valid and binding agreements of each Selling Entity party thereto, enforceable against such Selling Entity in accordance with their terms.

Authority Relative to this Agreement. ETC. Each of Parent the Sellers and Merger Sub DPC has all necessary requisite corporate or limited liability company partnership power and authority to execute and deliver this Agreement and each Ancillary Agreement any other Related Agreements to which they are it is a party, to perform its obligations hereunder and thereunder party and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of Parent the Sellers and Merger Sub of DPC to the Transactions have been, and each Ancillary Agreement to which they are a extent party will be, duly and validly authorized by all necessary corporate action, and no thereto. No other corporate or partnership proceedings on the part of Parent DuPont (and no action on the part of stockholders of DuPont) or Merger Sub any of its Subsidiaries are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement and each Ancillary Agreement to which they are a party or to consummate Agreement, the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval Related Agreements and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting consummation of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, has been (or in the case of the Related Agreements will be) duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of the Sellers and DPC to the extent party thereto and, assuming due authorizationthis Agreement and such other agreements have been duly authorized, execution executed and delivery delivered by Buyer, Buyer Sub 1, Buyer Sub 2 or a Foreign Buyer Sub, as applicable, each of this Agreement and such other agreements constitutes (or in the Company, constitutes case of the Related Agreements will constitute) a legal, valid and binding obligation agreement of each of Parent the Sellers and Merger Sub DPC to the extent party thereto, enforceable against each of Parent and Merger Sub, such company in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent and Merger Sub Subs has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, have been duly and validly authorized by all required corporate or other action on the part of each of Parent and Merger Sub Subs, and no other corporate or other proceedings on the part of Parent or Merger Subs are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. Parent, in its capacity as sole stockholder of each Merger Sub, has approved this Agreement and the consummation Contemplated Transactions, as required by each of Parent the DGCL and Merger Sub of the Transactions have DLLCA. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Subs and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, it in accordance with its their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The Closing Date Stock Consideration has been duly authorized and, upon issuance in accordance with the terms subject to the Remedies Exceptionsof this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary required corporate actionor other action on the part of each of Parent and Merger Sub, and no other corporate or other proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Contemplated Transactions. This Agreement has been been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, it in accordance with its their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The Exchange Shares have been duly authorized and, upon issuance in accordance with the terms subject to the Remedies Exceptionsof this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Shareholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each the other agreements which are attached (or forms of which are attached) as exhibits hereto (the "Ancillary Agreement Agreements") to which they are the Company is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment transactions contemplated hereby and thereby. The Company's board of the Parent Stockholder Approvaldirectors has unanimously approved this Agreement and declared its advisability. The execution and delivery by the Company of this Agreement by each of Parent and Merger Sub the Ancillary Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub the Company of the Transactions have beentransactions contemplated hereby and thereby, and each Ancillary Agreement to which they are a party will bethe performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate actionaction by the board of directors of the Company, and no other corporate proceedings action on the part of Parent the board of directors of the Company or Merger Sub are necessary by any officer, director or equity holder is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are the Company is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Company of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming the due authorization, execution and delivery hereof (and, in the case of the Ancillary Agreements to which Acquirer is a party, thereof) by the CompanyAcquirer, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub the Company enforceable against each of Parent and Merger Sub, the Company in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub F Co has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are it is or will become a party, to perform its obligations hereunder and thereunder and to consummate the Merger and the Other Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are it is or will become a party will beby F Co, and the consummation by F Co of the Merger and the Other Transactions have been duly and validly authorized by all necessary corporate action, action on the part of F Co and no other corporate proceedings on the part of Parent F Co are or Merger Sub are will be necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Merger and the Other Transactions (other than (a) with respect to the Merger, (i) adoption of this Agreement by the Parent Stockholder Approval stockholders of F Co and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents the Certificate of Merger, in each case as required by the provisions of the DGCL and the NRS, and (b) DLLCA). Except for the adoption of this Agreement by the stockholders of F Co in accordance with respect to the issuance provisions of Parent Common Stockthe DGCL, the Parent Stockholder Approval)affirmative vote or consent of the holders of any class or series of capital stock or other securities of F Co, or any of them, is not necessary to approve any agreement or instrument contemplated hereby or by any of the Other Transactions other than this Agreement or to consummate any of the Other Transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, F Co and assuming the due authorization, execution and delivery by the CompanyC Co, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub F Co, enforceable against each of Parent and Merger Sub, it in accordance with its terms terms, subject to the Remedies Exceptionseffect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity. Each other Ancillary Agreement to which F Co will be a party (the "F Co Closing Documents"), upon execution and delivery by F Co,, will constitute a legal, valid and binding obligation of F Co, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary corporate or full limited liability company power and authority to execute and deliver this Agreement and each the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreement Agreements”) to which they are the Company is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The Company’s manager and its Sole Member have approved this Agreement. The execution and delivery by the Company of this Agreement by each of Parent and Merger Sub the Ancillary Agreements to which the Company is or will become a party and the consummation by each of Parent and Merger Sub the Company of the Transactions have beentransactions contemplated hereby and thereby, and each Ancillary Agreement to which they are a party will bethe performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate actionaction by the manager and Sole Member of the Company, and no other corporate proceedings action on the part of Parent or Merger Sub are necessary the manager and Sole Member of the Company is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are the Company is or will become a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Company of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andthe Company and each constitutes or will constitute, assuming due authorizationas applicable, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub the Company enforceable against each of Parent and Merger Sub, the Company in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptions.enforcement of creditors’ rights generally and by general principles of equity. January 2, 2008

Authority Relative to this Agreement. Each of Parent and Merger Sub F Co has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are it is or will become a party, to perform its obligations hereunder and thereunder and to consummate the Merger and the Other Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are it is or will become a party will beby F Co, and the consummation by F Co of the Merger and the Other Transactions have been duly and validly authorized by all necessary corporate action, action on the part of F Co and no other corporate proceedings on the part of Parent F Co are or Merger Sub are will be necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Merger and the Other Transactions (other than (a) with respect to the Merger, (i) adoption of this Agreement by the Parent Stockholder Approval stockholders of F Co and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents the Certificate of Merger, in each case as required by the provisions of the DGCL and the NRS, and (b) DLLCA). Except for the adoption of this Agreement by the stockholders of F Co in accordance with respect to the issuance provisions of Parent Common Stockthe DGCL, the Parent Stockholder Approval)affirmative vote or consent of the holders of any class or series of capital stock or other securities of F Co, or any of them, is not necessary to approve any agreement or instrument contemplated hereby or by any of the Other Transactions other than this Agreement or to consummate any of the Other Transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, F Co and assuming the due authorization, execution and delivery by the CompanyC Co, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub F Co, enforceable against each of Parent and Merger Sub, it in accordance with its terms terms, subject to the Remedies Exceptionseffect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity. Each other Ancillary Agreement to which F Co will be a party (the “F Co Closing Documents”), upon execution and delivery by F Co,, will constitute a legal, valid and binding obligation of F Co, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub Spyglass has all necessary corporate or requisite limited liability company power and authority to execute and deliver this Agreement and each Ancillary other agreement, document, instrument or certificate contemplated by this Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate be executed by Spyglass in connection with the Transactions, in each case subject to obtainment consummation of the Parent Stockholder ApprovalContribution and the other transactions contemplated in this Agreement. The execution execution, delivery and delivery performance by it of this Agreement by each of Parent and Merger Sub the Transaction Documents to which it is a party and the consummation by each of Parent and Merger Sub it of the Transactions Contribution and the other transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionlimited liability company action on the part of Spyglass, and no other corporate limited liability company proceedings on the part of Parent or Merger Sub are Spyglass is necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)such transactions. This Agreement has been been, and each of such Transaction Documents to which the Spyglass Companies are party will be at or prior to the Closing, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Spyglass and, assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto, constitutes a this Agreement constitutes, and each such Transaction Document when so executed and delivered, will constitute, the legal, valid and binding obligation of each of Parent and Merger Sub Spyglass, enforceable against each of Parent and Merger SubSpyglass, as applicable, in accordance with its terms terms, subject to the Remedies ExceptionsBankruptcy and Equity Exception.

Authority Relative to this Agreement. Each of Parent and Merger Sub Buyer has all necessary corporate or full limited liability company power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which they are it is a party, to perform its obligations hereunder and thereunder party and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby or thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Ancillary Agreements and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby or thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, limited liability company action required on the part of Buyer and no other corporate limited liability company proceedings on the part of Parent or Merger Sub Buyer are necessary to authorize this Agreement and each the Ancillary Agreement Agreements to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub transactions contemplated hereby or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andBuyer, or, if applicable, will be duly and validly executed and delivered by Buyer at or prior to the Closing and assuming due authorization, execution that this Agreement and delivery by the Company, constitutes a legal, each such Ancillary Agreement constitute or will constitute at Closing valid and binding obligation agreements of each Seller, and subject to the receipt of Parent Buyer’s Required Regulatory Approvals and Merger Sub Seller’s Required Regulatory Approvals, constitute valid and binding agreements of Buyer, enforceable against each of Parent and Merger Sub, Buyer in accordance with its terms their respective terms, subject to the Remedies Exceptionsapplicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of the Buyer and the Parent and Merger Sub has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary other agreement, document or instrument to be executed or delivered by it contemplated by this Agreement to which they are a party, to perform its obligations hereunder and thereunder (the “Buyer Documents”) and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Buyer Documents by each of the Buyer and the Parent and Merger Sub and the consummation of the transactions contemplated hereby and thereby by each of the Buyer and the Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, action on the part of the Buyer and the Parent and no other corporate proceedings on the part of the Buyer and the Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party the Buyer Documents or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval transactions contemplated hereby and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has been been, and when executed and delivered at the Closing, the Buyer Documents will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of the Buyer and the Parent and, assuming the due authorization, execution and delivery by the CompanySeller and each Stockholder, constitutes this Agreement constitutes, and the Buyer Documents will constitute, a legal, valid and binding obligation of each of Parent the Buyer and Merger Sub the Parent, enforceable against each of the Buyer and the Parent and Merger Sub, in accordance with its terms subject to the Remedies Exceptionstheir terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub Kensington has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery by Kensington of this Agreement and the other Transaction Documents to which Kensington is or will at the Closing be a party, the performance by each Kensington of Parent its obligations hereunder and Merger Sub thereunder and the consummation by each of Parent and Merger Sub Kensington of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub Kensington are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Kensington Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consentApproval, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent New Kensington Common StockStock and the amendment of the Kensington Organizational Documents, the Parent Kensington Stockholder Approval, and the Holdco Shareholder Approvals). This Agreement has been been, and the other Transaction Documents to which Kensington is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Kensington and, assuming due authorization, execution and delivery by the Companyother party or parties thereto, constitutes (or will then constitute) Table of Contents a legal, valid and binding obligation of each of Parent and Merger Sub Kensington, enforceable against each of Parent and Merger Sub, Kensington in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each Except for such authorization as is required by the Bankruptcy Court and receipt of Parent and Merger Sub any Regulatory Approvals, each Seller has all necessary corporate or limited liability company power requisite power, authority and authority legal capacity to (a) execute and deliver this Agreement, (b) execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Sellers in connection with the consummation of the transactions contemplated by this Agreement (the “Sellers’ Documents”), and each Ancillary Agreement to which they are a party, to (c) perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Sellers’ Documents, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Sellers. This Agreement has been been, and at or prior to the Closing, each of the Sellers’ Documents will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, each Seller and (assuming the due authorization, execution and delivery by the CompanyPurchaser of this Agreement and the entry of the Sale Order) this Agreement constitutes, constitutes a and each of the Sellers’ Documents when so executed and delivered will constitute, legal, valid and binding obligation obligations of each of Parent and Merger Sub Seller, enforceable against each of Parent and Merger Sub, Seller in accordance with its terms respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (the Remedies “Bankruptcy Exceptions”).

Authority Relative to this Agreement. Each of Parent and Merger Sub Purchaser has all necessary the corporate or limited liability company ------------------------------------ power and authority to execute and deliver enter into this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is a party, party and to perform carry out its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvalthereunder. The execution and delivery of this Agreement by each of Parent and Merger Sub the other Transaction Documents to which Purchaser is a party and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub Purchaser are necessary to authorize this Agreement and each Ancillary Agreement Agreement, the other Transaction Documents to which they are Purchaser is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, transactions contemplated herein and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)therein. This Agreement has been duly and validly the other Transaction Documents, when executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution and delivery by the CompanyPurchaser, constitutes a legal, shall be valid and binding obligation obligations of the Purchaser, enforceable in accordance with their respective terms, subject to the Enforceability Exceptions. Purchaser is not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the other Transaction Documents, the violation of which would have a Material Adverse Effect. Except for any required filings with the Federal Trade Commission and the Department of Justice pursuant to the HSR Act and due expiration of the waiting period (including any extensions thereunder), and as contemplated by this Agreement, no consent of any person who is a party to a contract which is material to Purchaser's business, nor consent of any governmental authority, is required to be obtained on the part of Purchaser to permit the transactions contemplated herein. This Agreement and the other Transaction Documents when executed by Purchaser shall each be the valid and binding obligations of Parent and Merger Sub Purchaser enforceable against each of Parent and Merger Sub, in accordance with its terms respective terms, subject to the Remedies Exceptions.effect that:

Authority Relative to this Agreement. Each of Parent Widepoint and Merger Sub Acquisition has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, the Board of Directors of Widepoint and Acquisition and by Widepoint as the sole stockholder of Acquisition and no other corporate proceedings on the part of Parent Widepoint or Merger Sub Acquisition are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions so contemplated. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution each of Widepoint and delivery by the Company, Acquisition and constitutes a legal, valid and binding obligation agreement of each of Parent Widepoint and Merger Sub Acquisition, enforceable against each of Parent Widepoint and Merger Sub, Acquisition in accordance with its terms subject terms. All of the Widepoint Common Stock to be issued in the Remedies ExceptionsMerger has been duly authorized and, upon consummation of the Merger, will be validly issued, fully paid and non-assessable, and no Person will have any preemptive right of subscription or purchase in respect thereof. All Widepoint Common Stock issued pursuant to this Agreement will, when issued, be privately issued shares in a non-public transaction which is not required to be registered under the Securities Act and the Securities Exchange Act and which is part of an exempt transaction under any applicable state securities laws.

Authority Relative to this Agreement. Each of Parent and Merger Sub Seller has all necessary requisite corporate or limited liability company authority and power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement by each of Parent Agreement, and Merger Sub the other agreements and instruments to be executed in connection herewith and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby by such Seller have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionrequired action on the part of such Seller, and no other corporate proceedings on the part of Parent or Merger Sub such Seller are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub such Seller and, assuming this Agreement has been duly authorized, executed and delivered by the Purchaser, constitutes a valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. As of the Closing, the other agreements and instruments contemplated hereby will have been duly and validly executed and delivered by such Seller and, assuming due authorization, execution and delivery by the Companysuch other parties thereto, constitutes a legal, will constitute valid and binding obligation agreements of each of Parent and Merger Sub such Seller, enforceable against each of Parent and Merger Sub, such Seller in accordance with its terms subject to the Remedies Exceptionstheir terms.

Authority Relative to this Agreement. Each Subject to the receipt of Parent and Merger Sub the XXXX Shareholder Approval, each XXXX Party has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of applicable Transactions (including the Parent Stockholder ApprovalMerger). The execution and delivery by each XXXX Party of this Agreement by each and the other Transaction Agreements to which it is a party, and, following the receipt of Parent and Merger Sub and the XXXX Shareholder Approval, the consummation by each of Parent and Merger Sub XXXX Party of the applicable Transactions (including the Merger) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary requisite corporate actionaction on the part of such XXXX Party, and no other corporate proceedings on the part of Parent or Merger Sub such Person are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval transactions contemplated hereby and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the other Transaction Agreements to which each XXXX Party is a party have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub such XXXX Party and, assuming the due authorization, execution and delivery hereof and thereof by the CompanyeLMTree Parties, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent and Merger Sub such XXXX Party enforceable against each of Parent and Merger Sub, it in accordance with its terms subject to their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Remedies Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. Each of Parent and Merger Sub Cartesian Entity has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement of the other Transaction Documents to which they are it is a partyparty and, after the execution hereof and thereof and the approval and adoption of the SPAC Proposals by the SPAC Shareholders at the SPAC Shareholders’ Meeting and the filings required by applicable Law, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery by each Cartesian Entity of this Agreement by Agreement, the execution and delivery of each of Parent and Merger Sub the other Transaction Documents to which it is a party, and the consummation by each of Parent and Merger Sub Cartesian Entity of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub any Cartesian Entity are necessary to authorize the entry into this Agreement and each Ancillary Agreement to which they are a party or such other Transaction Documents or to consummate the Transactions (other than (a) with respect to the Merger, (i) approval and adoption of the Parent Stockholder Approval SPAC Proposals by the SPAC Shareholders at the SPAC Shareholders’ Meeting and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as filings required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approvalapplicable Law). This Agreement has been and, at the Closing, each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of the Cartesian Entities and, assuming due authorization, execution and delivery by the Companyother Parties thereto, constitutes or will at the Closing constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Cartesian Entities enforceable against each of Parent and Merger Sub, the Cartesian Entities in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub Purchaser has all necessary corporate or limited liability company requisite power and authority (corporate or otherwise) to execute execute, deliver and deliver preform this Agreement and each Ancillary Agreement Document to which they are it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each such Agreement and Document to which it is a party and to perform and consummate the Transactions. The Agreement and each Document to which Purchaser, as the case may be, is a party, to perform and the performance of its respective obligations hereunder and thereunder and to consummate the Transactionsthereunder, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of Parent or Merger Sub are necessary to authorize this Purchaser, as the case may be,, and the Agreement and each Ancillary Agreement Document to which they are Purchaser is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andPurchaser and constitutes, assuming due authorization, or upon its execution and delivery as contemplated by the Companythis Agreement will constitute, constitutes a legal, valid and legally binding obligation of each of Parent and Merger Sub Purchaser enforceable against each of Parent and Merger SubPurchaser, as the case may be, in accordance with its terms subject and conditions, except as limited by the General Enforceability Exceptions. The Board of Directors (or the appropriate committee thereof) of the Purchaser, as the case may be, (i) has determined that this Agreement, the Documents and the other transactions contemplated hereby are desirable and in the best interests of the the Purchaser, as the case may be, and its shareholders and (ii) have approved this Agreement, the Documents to which it is a party, and the Remedies Exceptionsother transactions contemplated hereby. No other corporate proceedings on the part of the Purchaser, as the case may be, are necessary to authorize this Agreement, the Documents to which it is a party or any certificate or other instrument required to be executed and delivered by Purchaser, pursuant hereto or to consummate the issuance of any portion of the Consideration Shares or any other transactions contemplated hereby or thereby. None of such actions have been amended, rescinded or modified.

Authority Relative to this Agreement. Each of Parent BHE and Merger Sub PHC has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder party and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Transaction Documents to which it is a party and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action required on the part of Parent or Merger Sub are necessary to authorize this Agreement each of BHE and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)PHC. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of BHE and PHC, and, assuming due authorizationthe accuracy of Penobscot's representations and warranties contained in Section 5.2, execution and delivery by subject to the Companyreceipt of the Lenders' Consent and, in the case of the Second Closing Transaction, the MPUC Approval, constitutes a legal, valid and binding obligation agreement of each of Parent BHE and Merger Sub PHC, enforceable against each of Parent and Merger Sub, them in accordance with its terms terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally or general principles of equity. The other Transaction Documents, when executed, will, assuming the accuracy of Penobscot's representations and warranties contained in Section 5.2, and subject to the Remedies Exceptions.receipt of the Lenders' Consent and, in the case of the Second Closing Transaction, the MPUC Approval, constitute valid and binding obligations of each of BHE and PHC party thereto, enforceable against such entity in accordance with their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally or general principles of equity. 1.4 1.5

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary requisite corporate or limited liability company similar power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject . Subject to obtainment of obtaining the Parent Requisite Stockholder Approval. The , the execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all required corporate or other action on the part of the Company and no other corporate or other proceedings on the part of the Company are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, it in accordance with its terms their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Remedies Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power At the Closing, ACC will have full power, capacity and authority to execute and deliver this Agreement each document related to the transactions contemplated herein (such transactions are referred to herein as the “Contemplated Transactions” and each Ancillary Agreement such documents are referred to herein as the “Transaction Documents”) to which they are it is or, at Closing, will be, a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution execution, delivery and delivery performance by ACC of this Agreement by each of Parent and Merger Sub Transaction Document and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been, and each Ancillary Agreement to which they are ACC and/or Shareholders are, or at Closing, will be, a party will be, have been duly and validly authorized by all necessary corporate action, ACC and no other corporate proceedings acts by or on the part behalf of Parent ACC or Merger Sub are Shareholder will be necessary or required to authorize this Agreement the execution, delivery and performance by ACC and Shareholders of each Ancillary Agreement Transaction Document and the consummation of the Contemplated Transactions to which they are it, he or she, is or, at Closing, will be, a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)party. This Agreement has and the other Transaction Documents to which ACC is a party have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andACC and Shareholders, respectively, and (assuming due authorization, the valid execution and delivery thereof by the Company, constitutes a other parties thereto) will constitute the legal, valid and binding obligation agreements of each of Parent ACC and Merger Sub Shareholders, respectively, enforceable against each of Parent ACC and Merger Sub, Shareholders in accordance with its terms their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Remedies Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. (a) Each of Parent Alcatel and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each of the Ancillary Agreement Agreements and (subject to which they are a party, the receipt of the consents described in Section 5.05(b) hereof) to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by each of Parent Alcatel and Merger Sub and the consummation by each of Parent Alcatel and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of Alcatel and Merger Sub, as the case may be, and no other corporate proceedings on the part of Parent Alcatel or Merger Sub are necessary to authorize this Agreement and each or any of the Ancillary Agreement to which they are a party Agreements or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions so contemplated. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Alcatel and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the Companyother parties hereto and thereto, constitutes a constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligation obligations of each of Parent and Merger Sub enforceable against each of Parent Alcatel and Merger Sub, enforceable against Alcatel and Merger Sub in accordance with its terms subject to their respective terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws of general application affecting the Remedies Exceptionsenforcement of creditors' rights generally now or hereafter in effect and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

Authority Relative to this Agreement. Each of Parent and Merger Sub Purchaser has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement Agreement, the Subordinated Note and each other Ancillary Agreement Agreements to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement by Agreement, the Subordinated Note and each of Parent and Merger Sub other Ancillary Agreements to which it is a party and the consummation by each of Parent and Merger Sub Purchaser of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, action of Purchaser and no other corporate proceedings action on the part of Parent or Merger Sub are necessary Purchaser is required to authorize the execution, delivery and performance of this Agreement Agreement, the Subordinated Note and each other Ancillary Agreement Agreements to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxxit of the transactions contemplated hereby and thereby. This Agreement, the Subordinated Note and each other Ancillary Agreements to which Purchaser is or will become a party have been or will be, as the sole member of Merger Subapplicable, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Purchaser and, assuming the due authorization, execution and delivery by hereof (and in the Companycase of Ancillary Agreements to which the Company and/or a Seller is a party, thereof) by, and enforceability against, the Company and/or a Seller, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub Purchaser, enforceable against each of Parent and Merger Sub, it in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each the other agreements which are attached (or forms of which are attached) as exhibits hereto (the "Ancillary Agreement Agreements") to which they are the Company is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment transactions contemplated hereby and thereby. The Company's board of the Parent Stockholder Approvaldirectors has approved this Agreement. The execution and delivery by the Company of this Agreement by each of Parent and Merger Sub the Ancillary Agreements to which the Company is or will become a party and the consummation by each of Parent and Merger Sub the Company of the Transactions have beentransactions contemplated hereby and thereby, and each Ancillary Agreement to which they are a party will bethe performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate actionaction by the board of directors of the Company, and no other corporate proceedings action on the part of Parent or Merger Sub are necessary the board of directors of the Company is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are the Company is or will become a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Company of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming the due authorization, execution and delivery by hereof (and, in the Companycase of the Ancillary Agreements to which Purchaser is a party, thereof) by, and enforceability against, Purchaser, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub the Company enforceable against each of Parent and Merger Sub, the Company in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to the Remedies Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub Seller has all necessary corporate or limited liability company requisite power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which they are such Seller is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement by each of Parent and Merger Sub the Ancillary Agreements to which it is a party and the consummation by each of Parent and Merger Sub such Seller of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actioncompany action of such Seller, and no other corporate proceedings action on the part of Parent or Merger Sub are necessary such Seller is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting such Seller of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which a Seller is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub such Seller and, assuming the due authorization, execution and delivery by hereof (and, in the Companycase of the Ancillary Agreements to which Purchaser is a party, thereof) by, and enforceability against, Purchaser, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub such Seller enforceable against each of Parent and Merger Sub, it in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. Each Subject only to the approval of Parent and Merger Sub the Company's stockholders described below, the Company has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement, the Stock Option Agreement and each Ancillary Agreement instrument required hereby to which they are a party, be executed and delivered by it at the Closing and to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement, the Stock Option Agreement and each instrument required hereby to be executed and delivered at the Closing by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Parent or Merger Sub are necessary the Company, subject only to authorize the approval of this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to Merger by the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by Company's stockholders under the DGCL and the NRS, and (b) with respect to Company Charter by the issuance affirmative vote of Parent the holders of a majority of outstanding shares of Company Common Stock, the Parent Stockholder Approval). This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a as applicable, constitute legal, valid and binding obligation obligations of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has determined that it is advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the Remedies Exceptionsconditions of this Agreement, and has recommended that the Company's stockholders approve and adopt this Agreement and the Merger.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of Parent's and each Ancillary Agreement to which they are a partyMerger Sub's stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of Merger and the Parent Stockholder Approvalother transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions Merger and the other transactions contemplated by this Agreement have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (Merger and the other transactions contemplated by this Agreement, other than (a) with respect to the Merger, (i) the Parent Stockholder Approval approval and adoption of this Agreement and the approval Merger by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting vote of the sole member stockholder of Merger Sub or by written consentin accordance with the Articles of Incorporation of Merger Sub and/or applicable law ("Merger Sub Stockholder's Vote"), and (ii) the approval and adoption by the vote of the stockholders of Parent of (A) the Parent Charter Amendment in accordance with the Certificate of Incorporation of Parent and (B) the Nasdaq Stock Issuance in accordance with the regulations of the National Association of Securities Dealers and The Nasdaq Stock Market ("Parent Stockholders' Vote"), and (iii) the filing and recordation of appropriate merger documents the Articles of Merger with the Secretary of State of the State of Minnesota as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)MBCA. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent and Merger Sub (a) Purchaser has all necessary corporate or limited liability company similar power and authority to execute execute, deliver and deliver perform this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated by this Agreement in accordance with the terms hereof and thereof, in each case subject to obtainment of except for the Parent Purchaser Stockholder Approval. The execution and Except as set forth in Section 4.2(b), no vote or other approval of the equityholders of Purchaser or any of its Affiliates is required in connection with the execution, delivery or performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party Agreements or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval transactions contemplated by this Agreement and the approval Ancillary Agreements in accordance with the terms hereof and thereof, whether by Paxxxx, as the sole member reason of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stockapplicable Law, the Parent Stockholder Approval)Organizational Documents of Purchaser, the rules or requirements of any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Purchaser, and, assuming the due authorization, execution and delivery of this Agreement by the CompanyParent, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub Purchaser, enforceable against each of Parent and Merger Sub, Purchaser in accordance with its terms terms, subject to the Remedies Enforceability Exceptions. At Closing, each of the Purchaser or any of its Subsidiaries which will enter into an Ancillary Agreement will have all necessary corporate or similar power and authority, and will have taken all corporate or similar action necessary, to execute, deliver and perform each Ancillary Agreement to which it is a party in accordance with the terms thereof and each Ancillary Agreement executed and delivered by the Purchaser or its relevant Subsidiary party thereto will be duly and validly executed and delivered by the Purchaser or its relevant Subsidiary, and, assuming the due authorization, execution and delivery of each Ancillary Agreement by Purchaser or its applicable Affiliates, will constitute a valid, legal and binding agreement of the Purchaser or its relevant Subsidiary, enforceable against them in accordance with the terms thereof, subject to the Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent has, and Merger Sub has all necessary upon its execution hereof, Newco will have, the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this This Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party upon its execution hereof, by Newco of the transactions contemplated hereby will behave been, duly and validly authorized by all necessary corporate actionthe respective Boards of Directors of Parent and Newco and immediately following the execution of this Agreement by Newco it will be adopted by Parent as sole stockholder of Newco, and no other corporate proceedings on the part of Parent are, or Merger Sub are upon execution hereof by Newco will on the part of Newco be, necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent, and upon its execution hereof, will have been duly and validly executed and delivered by Newco and, assuming due authorization, execution this Agreement constitutes the valid and delivery by binding agreement of the Company, constitutes a legal, valid and binding obligation agreement of each Parent, and upon its execution hereof, will constitute valid and binding agreement of Parent and Merger Sub Newco, enforceable against each of Parent and Merger Sub, them in accordance with its terms subject terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to the Remedies Exceptionscreditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreement Agreements”) to which they are the Company is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment transactions contemplated hereby and thereby. The Company’s board of the Parent Stockholder Approvaldirectors has approved this Agreement and declared its advisability. The execution and delivery by the Company of this Agreement by each of Parent and Merger Sub the Ancillary Agreements to which the Company is or will become a party and the consummation by each of Parent and Merger Sub the Company of the Transactions have beentransactions contemplated hereby and thereby, and each Ancillary Agreement to which they are a party will bethe performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate actionaction by the board of directors of the Company, and no other corporate proceedings action on the part of Parent or Merger Sub are necessary the board of directors of the Company is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are the Company is or will become a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Company of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andthe Company and each constitutes or will constitute, assuming due authorizationas applicable, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub the Company enforceable against each of Parent and Merger Sub, the Company in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Transactions Contemplated Transactions, including, without limitation, the Merger and the issuance of the Closing Equity Payment, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary required corporate actionor other action on the part of each of Parent and Merger Sub, and no other corporate or other proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party or to consummate the Transactions (other than (a) with respect to the MergerContemplated Transactions. Parent, (i) the Parent Stockholder Approval and the approval by Paxxxx, in its capacity as the sole member stockholder of Merger Sub, either at a duly convened meeting of has approved this Agreement and the sole member of Merger Sub or by written consentContemplated Transactions, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)DGCL. This Agreement has been been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the Companyother parties thereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, it in accordance with its their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The Closing Equity Payment has been duly authorized and, upon issuance in accordance with the terms subject to the Remedies Exceptionsof this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Shareholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of Parent the Seller and Merger Sub the Company has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement, the Trademark License Agreement, the Security Agreement, the Employment Termination Agreement and each Ancillary the Web Site Linking Agreement to which they are a party(collectively, the "Transaction Documents"), to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents by each of Parent the Seller and Merger Sub the Company and the consummation by each of Parent the Seller and Merger Sub the Company of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent the Seller or Merger Sub the Company and no filings or recordations required by the New York Business Corporation Law are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval transactions contemplated hereby and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the other Transaction Documents have been or will be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of the Seller and the Company and, assuming the due authorization, execution and delivery by the Companyother parties hereto, each such agreement constitutes a legal, valid and binding obligation obligations of each of Parent and Merger Sub such party, enforceable against each of Parent and Merger Sub, such party in accordance with its terms terms, subject to the Remedies Exceptionseffect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity) (the "Bankruptcy Exception").

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and and, subject to receiving the Company Member Approval, to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery by the Company of this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, the performance by each the Company of Parent its obligations hereunder and Merger Sub thereunder and the consummation by each of Parent and Merger Sub the Company of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate limited liability company action, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Transactions. This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming the due authorization, execution and delivery by the Companyother party or parties thereto, constitutes (or will then constitute) a legal, valid and binding obligation of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, the Company in accordance with its terms subject terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board Approval and Company Member Approval are sufficient to approve this Agreement, the Lock-Up Agreements, any other Ancillary Agreements and the other Transactions. To the knowledge of the Company, no state takeover statute other than Section 18-209 is applicable to the Remedies ExceptionsTransactions.