Common use of Authorization and Enforceability Clause in Contracts

Authorization and Enforceability. Seller has the corporate power and authority to execute, deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby. The execution, delivery and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been, and the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. This Agreement has been and, when executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents to which it is a party by Buyer, will constitute the legal, valid and binding agreements of Seller or such Transferring Subsidiary, enforceable against it in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity.

Authorization and Enforceability. Seller The Company has the corporate requisite power and authority to execute, deliver and perform under this Agreement own its property and to effect carry on the transactions contemplated hereby, and each of Business in all material respects as now being conducted. The Seller and each Transferring Subsidiary has the corporate requisite power and authority to executeexecute and deliver this Agreement and any other certificates, deliver agreements and perform documents contemplated hereby or thereby (the Ancillary Agreements and the other Acquisition Documents “Transaction Documents”) to which it is a party and to effect perform the transactions contemplated hereby and thereby. The Such execution, delivery and performance by the Seller of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been, and the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, has been duly authorized by all necessary corporate action of action. Each Transaction Document to which the Seller or the relevant Transferring Subsidiary. This Agreement is a party has been and, when duly executed and delivered at by the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due authorization, execution and delivery by each of this Agreement and the other Acquisition Documents to which it is parties thereto, constitutes a party by Buyer, will constitute the legal, valid and legally binding agreements obligation of Seller or such Transferring Subsidiarythe Seller, enforceable against it the Seller in accordance with their respective terms, subject to any applicable its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any action, suit, investigation or proceeding therefor may be brought (clauses (a) and (b) collectively, the “Bankruptcy and Equity Exceptions”). As of the Closing Date, each of the other Transaction Documents to general principles which the Seller is a party will be duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by each of equitythe other parties thereto, will constitute the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

Authorization and Enforceability. Seller has the corporate power and authority to execute, deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby. (a) The execution, delivery and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been, and the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. This Agreement has been and, when executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Other Transaction Documents to which it ▇▇▇▇▇ is a party and the performance by Buyer▇▇▇▇▇ of its obligations hereunder and thereunder have been duly authorized by Buyer and no other corporate proceedings on the part of Buyer (including, without limitation, any shareholder vote or approval) are necessary to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which Buyer is a party or the consummation of the Contemplated Transactions that are required to be performed by ▇▇▇▇▇. This Agreement is, and each of the Other Transaction Documents to be executed and delivered at the Closing by ▇▇▇▇▇ will constitute be at the legalClosing, duly authorized, executed and delivered by Buyer and constitute, or as of the Closing will constitute, valid and legally binding agreements of Seller or such Transferring Subsidiary, Buyer enforceable against it Buyer in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect reorganization and other Laws of general applicability relating to or affecting creditors’ rights generally or and to general principles equity principles. (b) The shares of equityBuyer Common Stock and Buyer Preferred Stock to be issued and delivered by Buyer in the Share Issuance (i) have been duly authorized and, when issued, will be validly issued, fully paid and nonassessable and issued in compliance with applicable securities Laws or exemptions therefrom and (ii) when issued, will not be subject to any Liens or right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement or shareholders or members agreement with respect to the purchase, repurchase, sale or voting of such shares of Buyer Common Stock and Buyer Preferred Stock (except for the Shareholder Agreement).

Authorization and Enforceability. Seller (a) Shurgard has the all necessary corporate power and authority to execute, execute and deliver and perform under this Agreement and the Registration Rights Agreement and to effect consummate the transactions contemplated hereby, hereby and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby. The execution, execution and delivery and performance by Seller Shurgard of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a partyRegistration Rights Agreement, and the consummation by Shurgard of the transactions contemplated hereby and thereby have beenbeen duly and validly authorized and approved by the board of directors of Shurgard, and no other action of the executionboard of directors or shareholders of Shurgard, delivery and performance by Seller and each Transferring Subsidiary or other corporate proceeding on the part of any other Acquisition Documents Shurgard, is necessary to which Seller or such Transferring Subsidiary is a party authorize this Agreement and the consummation of Registration Rights Agreement and consummate the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. This Agreement has been and, when executed hereby and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery thereby. (b) Each of this Agreement and the Registration Rights Agreement has been duly and validly executed and delivered by Shurgard and, assuming due execution and delivery by the other Acquisition Documents to which it is a party by BuyerParties hereto, will constitute constitutes the legal, valid and binding agreements obligation of Seller Shurgard, enforceable against Shurgard in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or such Transferring other equitable remedies. (c) Merger Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Merger Subsidiary of this Agreement, and the consummation by Merger Subsidiary of the transactions contemplated hereby, have been duly and validly authorized and approved by the board of directors of Merger Subsidiary and by Shurgard as the sole shareholder of Merger Subsidiary, and no other action of board of directors or shareholders of Merger Subsidiary, or other corporate proceeding on the part of Merger Subsidiary, is necessary to authorize this Agreement and consummate the transactions contemplated hereby. (d) This Agreement has been duly and validly executed and delivered by Merger Subsidiary and, assuming due execution and delivery by the other Parties hereto, constitutes the valid and binding obligation of Merger Subsidiary, enforceable against it Merger Subsidiary in accordance with their respective its terms, subject to any applicable laws of general application relating to bankruptcy, insolvency, reorganizationand the relief of debtors and rules of law governing specific performance, moratorium injunctive relief, or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equityother equitable remedies.

Authorization and Enforceability. Seller (a) Each of the Corporations has the all necessary corporate power and authority to execute, execute and deliver and perform under this Agreement and, subject to the approval and adoption of this Agreement by the holders of a majority of the voting power of the Corporation Stock ("Corporation Shareholder Approval"), to effect consummate the transactions contemplated hereby. The execution and delivery by each of the Corporations of this Agreement, and the consummation by each of such Corporations of the transactions contemplated hereby, have been duly and validly authorized and approved by the board of directors of each of Seller the Corporations as required under the MBCA, and each Transferring Subsidiary no other action of the board of directors of either of the Corporations, or other corporate proceeding on the part of either of the Corporations, is necessary to authorize this Agreement and consummate the transactions contemplated Shareholder hereby (other than the Corporation Shareholder Approval). (b) Each of the LLCs has the corporate all necessary power and authority to executeexecute and deliver this Agreement and, deliver subject to the approval and perform adoption of this Agreement by the Ancillary Agreements and holders of a majority of the other Acquisition Documents voting power of the LLC Membership Interests ("LLC Member Approval"), to which it is a party and to effect consummate the transactions contemplated therebyhereby. The execution, execution and delivery and performance by Seller each of the LLCs of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a partyAgreement, and the consummation by each of such LLCs of the transactions contemplated hereby hereby, have been duly and thereby have beenvalidly authorized and approved by the board of governors of each of the LLCs as required under the MLLCA, and no other action of the execution, delivery and performance by Seller and each Transferring Subsidiary board of governors of any of the LLCs, or other Acquisition Documents proceeding on the part of any of the LLCs, is necessary to which Seller or such Transferring Subsidiary is a party authorize this Agreement and the consummation of consummate the transactions contemplated thereby will be prior to hereby (other than the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. LLC Member Approval). (c) This Agreement has been and, when executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed and delivered by Seller or each of the relevant Transferring Subsidiary Companies and, assuming the due execution and delivery of this Agreement and by the other Acquisition Documents to which it is a party by BuyerParties hereto, will constitute constitutes the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiaryeach of the Companies, enforceable against it each of such Companies in accordance with their respective its terms, subject to any applicable laws of general application relating to bankruptcy, insolvency, reorganizationand the relief of debtors and rules of law governing specific performance, moratorium injunctive relief, or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equityother equitable remedies.

Authorization and Enforceability. Seller The Company has the corporate power and authority to execute, deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Principal Documents to which it is a party and to effect the transactions contemplated therebyparty. The execution, delivery and performance by Seller of this Agreement and (and, upon execution by Seller and each Transferring Subsidiary the Company of the Ancillary Agreements such other Principal Documents to which Seller or such Transferring Subsidiary it is a party, and the consummation of the transactions contemplated hereby and thereby have been, and the execution, delivery and performance by Seller and each Transferring Subsidiary of any such other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, Principal Documents) have been duly authorized by all necessary corporate action on the part of the Seller Company. The Board of Directors of the Company has unanimously determined that this Agreement, the other Principal Documents and the transactions contemplated hereby and thereby, including the Merger, are advisable and in the best interests of the Company and its stockholders and has approved this Agreement, such other Principal Documents and the transactions contemplated hereby and thereby, including the Merger, and has recommended the adoption and approval of this Agreement, such other Principal Documents and the transactions contemplated hereby and thereby, including the Merger, by the stockholders of the Company. The Stockholder Consent is the only vote or approval of the relevant Transferring SubsidiaryStockholders necessary to adopt and approve this Agreement, such other Principal Documents and the transactions contemplated hereby and thereby, including the Merger. This Agreement has been and, when duly executed and delivered at by the ClosingCompany and constitutes, and each of the other Acquisition Documents Principal Documents, when duly executed and delivered by the Company, will have beenconstitute, a valid, legal and binding agreement of the Company (assuming that this Agreement has been duly and validly authorized, executed and delivered by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents to which it is a Persons party by Buyer, will constitute the legal, valid and binding agreements of Seller or such Transferring Subsidiarythereto), enforceable against it the Company in accordance with their respective its terms, subject except to any the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws now or hereafter in effect relating to affecting the enforcement of creditors’ rights generally or to and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization and Enforceability. Seller (a) The Company has the all requisite corporate power and authority to execute, execute and deliver and perform under this Agreement and and, subject to effect obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby (including the Merger) and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements obligations hereunder and the other Acquisition Documents to which it is a party and to effect consummation by the Company of the transactions contemplated thereby. The executionhereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, delivery and performance by Seller no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been(including the Merger), and subject to obtaining the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. Requisite Stockholder Approval. (b) This Agreement has been and, when duly executed and delivered at by the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and the other Acquisition Documents to which it is Merger Sub, constitutes a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Company, enforceable against it the Company in accordance with their respective its terms, except for the Enforceability Limitations. (c) The Company Board has unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Merger Consideration, are in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary, so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that, as and to the extent required by this Agreement, the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Stockholder Meeting, and (vi) resolved, as and to the extent required by this Agreement, to recommend that the Company’s stockholders adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received a written opinion of Duff & P▇▇▇▇▇, a K▇▇▇▇ Business operating as K▇▇▇▇, LLC, that, based on and subject to the assumptions and limitations set forth in its written opinion, the Merger Consideration to be received in the Merger by the holders of Company Common Stock (excluding Company Common Stock owned by Parent, Merger Sub or the Company or any applicable bankruptcydirect or indirect wholly owned subsidiary of Parent, insolvency, reorganization, moratorium Merger Sub or similar laws now or hereafter in effect relating the Company and the Company Common Stock as to creditorswhich dissenters’ rights generally have been perfected) is fair from a financial point of view to such holders, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the Requisite Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary under Applicable Law, the Company Charter or the Company Bylaws to general principles of equityconsummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. Each Seller has the corporate all necessary power and authority to execute, execute and deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents Transaction Document to which it is a party and each instrument required by this Agreement and such other Transaction Document, and to effect perform its obligations hereunder and thereunder and to consummate the transactions contemplated therebySale Transaction. The execution, execution and delivery and performance by each Seller that is not a natural person of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements other Transaction Document to which Seller or such Transferring Subsidiary it is a party, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby Sale Transaction have been approved by the governing body of such Seller, duly and thereby have beenvalidly authorized by all requisite corporate, limited liability company, limited partnership or other necessary action and no other corporate, limited liability company, limited partnership or other actions or proceedings on the part of the Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and each Transferring Subsidiary of any other Acquisition Documents Transaction Document to which Seller or such Transferring Subsidiary it is a party and or to consummate the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring SubsidiarySale Transaction. This Agreement has been been, and each of the other Transaction Documents to which the Seller is a party when executed and delivered will be, duly and validly executed and delivered by the Seller, and, assuming the due authorization, execution and delivery thereof by the other parties hereto and thereto, this Agreement constitutes (and each of the other Transaction Documents to which the Seller is a party when executed and delivered at the Closing, the other Acquisition Documents Closing will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary andconstitute), assuming the due authorization, execution and delivery of this Agreement and by the other Acquisition Documents to which it is a party by Buyerparties hereto and thereto, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Seller, enforceable against it the Seller in accordance with their respective its terms, subject to any applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or to general principles of equityat law).

Authorization and Enforceability. Seller Buyer has the corporate requisite limited liability company power and authority to execute, execute and deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party party, as applicable, to perform its obligations under this Agreement and the Ancillary Agreements to which it is a party, as applicable, and to effect consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller Buyer of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary it is a party, party and the consummation by Buyer of the transactions contemplated hereby and thereby have been, been duly and validly authorized by all necessary action on the part of Buyer and no other proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. This Agreement has been and, when executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery Buyer of this Agreement and or the other Acquisition Documents Ancillary Agreements to which it is a party party, or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreements, to which Buyer is a party, has been (or at the time of the Closing, if such documents are to be delivered at the Closing will be) duly and validly executed and delivered by BuyerBuyer and, assuming due authorization, execution and delivery by Seller when executed and delivered by the counterparties thereto, shall constitute (or, at the time of the Closing, if such documents are to be delivered at the Closing will constitute the legal, constitute) a valid and legally binding agreements obligation of Seller or such Transferring SubsidiaryBuyer, enforceable against it Buyer, in accordance with their respective its terms, subject to any except that such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, receivership, reorganization, moratorium or moratorium, redemption, liquidation and other similar laws Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors’ rights generally or to and general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.

Authorization and Enforceability. Seller (a) Buyer has the requisite power (corporate power or otherwise) and authority to execute, execute and deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party party, as applicable, to perform its obligations under this Agreement and the Ancillary Agreements, as applicable, and to effect consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller Buyer of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary it is a party, party and the consummation by Buyer of the transactions contemplated hereby and thereby have been, been duly and validly authorized by all necessary action (corporate or otherwise) on the part of Buyer and no other proceedings (corporate or otherwise) on the part of Buyer are necessary to authorize the execution, delivery and performance by Seller and each Transferring Subsidiary Buyer of any other Acquisition Documents this Agreement or the Ancillary Agreements to which Seller or such Transferring Subsidiary it is a party and the consummation of party, or to consummate the transactions contemplated thereby will hereby and thereby. Each of this Agreement and the Ancillary Agreements, as applicable, has been (or at the time of the Closing, if such documents are to be prior to delivered at the Closing Datewill be) duly and validly executed and delivered by Buyer and, duly authorized assuming due authorization, execution and delivery by all necessary corporate action of Sellers and the Seller or the relevant Transferring Subsidiary. This Agreement has been andCompany, as applicable, when executed and delivered by Buyer, as applicable, shall constitute (or, at the time of the Closing, if such documents are to be delivered at the other Acquisition Documents Closing will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents to which it is constitute) a party by Buyer, will constitute the legal, valid and legally binding agreements obligation of Seller or such Transferring SubsidiaryBuyer, enforceable against it Buyer, in accordance with their respective its terms, subject to any except that such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, receivership, reorganization, moratorium or moratorium, redemption, liquidation and other similar laws Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors’ rights generally or to and general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.

Authorization and Enforceability. Seller (a) The Company has the all requisite corporate power and authority to execute, execute and deliver and perform under this Agreement and and, subject in the case of the Merger to effect obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements obligations hereunder and the other Acquisition Documents to which it is a party and to effect consummation by the Company of the transactions contemplated thereby. The executionhereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, delivery and performance by Seller no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been(including the Merger), and other than in the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation case of the transactions contemplated thereby will be prior to Merger obtaining the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. Requisite Stockholder Approval. (b) This Agreement has been and, when duly executed and delivered at by the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and the other Acquisition Documents to which it is Merger Sub, constitutes a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Company, enforceable against it the Company in accordance with their respective its terms, subject to any except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law affecting or similar laws now or hereafter in effect relating to creditors’ rights generally or to and by general principles of equityequity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board, with the unanimous recommendation of the Special Committee, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at the Company Stockholders Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation under the laws of the State of Delaware or other Applicable Law (each, a “Takeover Statute”) is applicable to Parent, the Merger or any of the other transactions contemplated by this Agreement or the Voting Agreements. (e) The Company Board has received the opinion of ▇▇▇▇▇▇▇▇▇ & Co., LLC to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Company Common Stock (other than Company Common Stock owned by Parent, Merger Sub or any of their direct or indirect wholly-owned Subsidiaries), and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Parent, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of Company Common Stock necessary (under Applicable Law, the Company’s organizational documents or otherwise) to consummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. (a) Seller has the corporate requisite limited liability company power and authority to execute, deliver enter into and perform its obligations under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Ancillary Documents to which it is a party and to effect consummate the transactions contemplated hereby and thereby. The execution, delivery delivery, and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary of the other Ancillary Agreements Document to which Seller or such Transferring Subsidiary it is a party, party and the consummation of the transactions contemplated hereby and thereby (a) are within Seller’s limited liability company powers, (b) have beenbeen duly authorized by all necessary limited liability company action on the part of Seller, and (c) no other limited liability company action on the part of Seller is necessary to authorize this Agreement and each such other Ancillary Document, or to consummate the transactions contemplated hereby and thereby. This Agreement and each other Ancillary Document to which it is a party have been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Law (the “Enforceability Exceptions”). (b) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller the Company of this Agreement and each Transferring Subsidiary of any other Acquisition Documents Ancillary Document to which Seller or such Transferring Subsidiary it is a party and the consummation of the transactions contemplated hereby and thereby will be prior to (a) are within the Closing DateCompany’s corporate powers, (b) have been duly authorized by all necessary corporate action on the part of the Seller Company, and (c) no other corporate action on the part of the Company is necessary to authorize this Agreement and each such other Ancillary Document, or to consummate the relevant Transferring Subsidiarytransactions contemplated hereby and thereby. This Agreement has been and, when executed and delivered at the Closing, the each other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents Ancillary Document to which it is a party have been duly executed and delivered by Buyerthe Company and, will constitute assuming the legaldue authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes a valid and legally binding agreements obligation of Seller or such Transferring Subsidiarythe Company, enforceable against it the Company in accordance with their respective its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equityexcept as enforcement may be limited by the Enforceability Exceptions.

Authorization and Enforceability. Seller (a) Each of Acquiror and Merger Sub has the all requisite corporate power and authority to execute, deliver and perform under this Agreement and each of the Ancillary Agreements to effect the transactions contemplated herebywhich it is a party, and to carry out its obligations hereunder and thereunder and to consummate the Transactions, in each case, subject to receipt of Seller and each Transferring Subsidiary has the Acquiror Stockholder Approval. At the Closing, Acquiror will have full corporate power and authority to execute, deliver enter into and perform its obligations under each other agreement, document or certificate to be executed by Acquiror at the Ancillary Agreements and the other Acquisition Documents to which it is a party Closing and to effect consummate the transactions contemplated thereby. The execution, delivery and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary Ancillary Agreement in effect as of the date of this Agreement and the consummation of the Transactions have been duly and validly authorized and approved by the Acquiror Board, the Merger Sub Board and, except for the Acquiror Stockholder Approval, no other proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or Acquiror’s or Merger Sub’s performance hereunder. Acquiror, as the sole stockholder of Merger Sub, substantially concurrently with the execution and delivery of this Agreement (but deemed to occur a moment thereafter), has adopted this Agreement and approved the Transactions. This Agreement has been duly and validly executed and delivered by Acquiror and Merger Sub and, assuming due authorization and execution by each other Party hereto, constitutes a legal, valid and binding obligation of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, except as such enforceability may be limited by or subject to any applicable Bankruptcy and Equity Exception. Each Ancillary Agreements Agreement to which Seller be executed by Acquiror and Merger Sub at the Closing will be, when executed and delivered by Acquiror and Merger Sub, duly and validly executed and delivered, and assuming due authorization and execution by each other Party thereto and consummation of the Closing, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, except as such enforceability may be limited by or such Transferring Subsidiary subject to any applicable Bankruptcy and Equity Exception. (b) The affirmative vote of (i) holders of a majority of the outstanding shares of Acquiror Common Stock, voting together as a single class, cast at the Special Meeting is required to approve the Merger Proposal, (ii) holders of a partymajority of the outstanding shares of Acquiror Common Stock, voting together as a single class, cast at the Special Meeting is required to approve the Issuance Proposal, (iii) (A) holders of a majority of the outstanding shares of Acquiror Common Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of Acquiror Class F Common Stock voting separately as a single class, in each case cast at the Special Meeting, is required to approve the Amendment Proposal (it being understood, for the avoidance of doubt, that the separate approval of any non-binding advisory proposal(s) relating to the Amendment Proposal shall not constitute a part of the Acquiror Stockholder Approval (as defined below) and shall not be required to satisfy the closing condition set forth in Section 7.1(c)), (iv) holders of a majority of the outstanding shares of Acquiror Common Stock, voting together as a single class, cast at the Special Meeting is required to approve the Incentive Plan Proposal and (v) a plurality of the votes cast at the Special Meeting by holders of outstanding shares of Acquiror Common Stock, voting together as a single class, is required to approve the Director Election Proposal, in each case, assuming a quorum is present, are the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the transactions contemplated hereby Transactions, including the Closing (the approval by Acquiror stockholders of the proposals set forth in clauses “(i),” “(ii)” and thereby have been“(iii),” collectively, the “Acquiror Stockholder Approval”). The Acquiror Stockholder Approval is the only vote of the holders of any class or series of capital stock of Acquiror required to adopt this Agreement and approve the Transactions. (c) At a meeting duly called and held on or prior to the date hereof, the Acquiror Board unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Acquiror and its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and Taxes payable on interest earned on the Trust Account) as of the date of this Agreement; (iii) approved the execution, delivery and performance by Seller of this Agreement and each Transferring Subsidiary of any other Acquisition Documents the Ancillary Agreements to which Seller it is or such Transferring Subsidiary is will be a party and the consummation of the transactions contemplated thereby will be prior Transactions; (iv) approved the Transactions as a Business Combination; and (v) recommended to the Closing Date, duly authorized by all necessary corporate action holders of Acquiror Common Stock the approval of the Seller Transactions and each of the Transaction Proposals. (d) The approval of Acquiror, as the sole stockholder of Merger Sub, is the only vote of holders of any class or the relevant Transferring Subsidiary. This Agreement has been and, when executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery series of capital stock of Merger Sub required to adopt this Agreement and the other Acquisition Documents to which it is a party by Buyer, will constitute the legal, valid and binding agreements of Seller or such Transferring Subsidiary, enforceable against it in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equityAgreement.

Authorization and Enforceability. Seller (a) Each of Landcadia and Merger Sub has the all requisite corporate or entity power and authority to execute, deliver and perform under this Agreement and and, upon receipt of Landcadia Business Combination Approval, to effect consummate the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby. The execution, delivery and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary the consummation of the Ancillary Agreements transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of Landcadia and Merger Sub, and except for Landcadia Business Combination Approval, no other corporate proceeding on the part of Landcadia or Merger Sub is necessary to which Seller or authorize this Agreement (assuming, if such Transferring Subsidiary consummation and performance, as applicable, would occur after May 24, 2018, that Landcadia Extension Approval has been obtained). This Agreement has been duly and validly executed and delivered by each of Landcadia and Merger Sub and assuming due authorization and execution by each other Party hereto, this Agreement constitutes a legal, valid and binding obligation of each of Landcadia and Merger Sub, enforceable against Landcadia and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of holders of a majority of the outstanding shares of Landcadia Class A Common Stock and Landcadia Class F Common Stock, voting as a single class, entitled to vote at the Special Meeting, assuming a quorum is a partypresent, to approve the Transaction Proposals are the only votes of any of Landcadia’s capital stock necessary in connection with the entry into this Agreement by Landcadia, and the consummation of the transactions contemplated hereby hereby, including the Closing (the “Landcadia Business Combination Approval”). (c) At a meeting duly called and thereby have beenheld, the Landcadia Board unanimously: (i) determined that this Agreement and the execution, delivery transactions contemplated hereby are fair to and performance in the best interests of Landcadia Common Stockholder; (ii) determined that the fair market value of Waitr is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof; (iii) approved the transactions contemplated by Seller this Agreement as a Business Combination; and each Transferring Subsidiary of any other Acquisition Documents (iv) resolved to which Seller or such Transferring Subsidiary is a party and recommend to Landcadia Common Stockholders the consummation approval of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. This Agreement has been and, when executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents to which it is a party by Buyer, will constitute the legal, valid and binding agreements of Seller or such Transferring Subsidiary, enforceable against it in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equityAgreement.

Authorization and Enforceability. Seller has the corporate power and authority to execute, deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby. The execution, delivery and performance by Seller Cargill of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements other Transaction Documents to which Seller it is or such Transferring Subsidiary is will be a party, and the consummation of the Transactions, have been duly authorized and approved by all necessary corporate action on the part of Cargill. Subject to compliance with, or receipt of waivers of, the notice and option to purchase provisions set forth in Article IV, Section 10 of the certificate of incorporation of Cargill, or the adoption of amendments to the certificate of incorporation of Cargill to otherwise permit the transactions contemplated hereby and thereby have beenhereby, and no other corporate action or proceedings on the part of Cargill is necessary to authorize the execution, delivery and performance by Seller Cargill of this Agreement and each Transferring Subsidiary of any the other Acquisition Transaction Documents to which Seller it is or such Transferring Subsidiary is will be a party and or the consummation of the Transactions. Subject to compliance with, or receipt of waivers of, the notice and option to purchase provisions set forth in Article IV, Section 10 of the certificate of incorporation of Cargill, or the adoption of amendments to the certificate of incorporation of Cargill to otherwise permit the transactions contemplated thereby will be prior to the Closing Datehereby, duly authorized by all necessary corporate action no vote or consent of the Seller stockholders of Cargill is necessary to adopt or approve this Agreement or the relevant Transferring Subsidiaryother Transaction Documents or approve the Transactions under applicable Law or otherwise. This Agreement has been and, when duly executed and delivered at the Closingby Cargill, and the other Acquisition Transaction Documents to which it is or will have beenbe a party has been or will be duly executed and delivered by Cargill, duly and validly executed by Seller or the relevant Transferring Subsidiary andassuming due authorization, assuming the due execution and delivery of this Agreement and such other Transaction Documents by the other Acquisition parties thereto, this Agreement and each of such other Transaction Documents to which it is or will be a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring SubsidiaryCargill, enforceable against it Cargill in accordance with their respective its terms, subject to any applicable except (i) as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium receivership, moratorium, fraudulent transfer or similar laws now or hereafter hereinafter in effect relating to or affecting creditors’ rights generally or to and by general principles of equity, and (ii) with respect to the rights of indemnification and contribution hereunder, where enforcement hereof may be limited by federal or state securities Laws or the policies underlying such Laws. The Board of Directors of Cargill, at a meeting duly called and held, has approved the Transaction Documents and the Transactions.

Authorization and Enforceability. (a) The execution and delivery by Seller has the corporate power and authority to execute, deliver and perform under of this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby. The execution, delivery and performance by Seller of this Agreement and the Contemplated Transactions that are required to be performed by Seller have been duly authorized by the board of directors of Seller in accordance with applicable Law and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a partyOrganizational Documents, and no other corporate proceedings on the consummation part of Seller other than the transactions contemplated hereby and thereby have been, and Requisite Stockholder Approval are necessary to authorize the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. This Agreement has been and, when executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Ancillary Documents to which it Seller is a party or the consummation of the Contemplated Transactions that are required to be performed by BuyerSeller. This Agreement and each of the Ancillary Documents to be executed and delivered by Seller are duly authorized, will executed and delivered by Seller constitute the legal, valid and legally binding agreements of Seller or such Transferring SubsidiarySeller, enforceable against it Seller in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect reorganization and other Laws of general applicability relating to or affecting creditors’ rights generally or and to general principles equity principles. (b) The Requisite Stockholder Approval is the only vote or approval of equitySeller’s stockholders required to approve this Agreement and the Ancillary Documents to which Seller is or will be a party, the Contemplated Transactions and the other matters set forth in the Written Consent. Seller obtained the Requisite Stockholder Approval prior to the execution and delivery hereof, and delivered a correct and complete copy of the Written Consent evidencing the Requisite Stockholder Approval to Buyer concurrent with the execution and delivery hereof. (c) The Contemplated Transactions will not result in any stockholder of Seller having any appraisal or dissenters’ rights, including under Section 262 of the Delaware General Corporation Law.

Authorization and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute, execute and deliver and perform under this Agreement and and, subject in the case of the Merger to effect obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements obligations hereunder and the other Acquisition Documents to which it is a party and to effect consummation by the Company of the transactions contemplated thereby. The executionhereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, delivery and performance by Seller no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been(including the Merger), and other than in the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation case of the transactions contemplated thereby will be prior to Merger obtaining the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. Requisite Stockholder Approval. (b) This Agreement has been and, when duly executed and delivered at by the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary Company and, assuming the due authorization, execution and delivery of this Agreement by Newco and the other Acquisition Documents to which it is Merger Sub, constitutes a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Company, enforceable against it the Company in accordance with their respective its terms, subject to any except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law affecting or similar laws now or hereafter in effect relating to creditors’ rights generally or to and by general principles of equityequity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law, which resolutions, as of the date hereof, have not been subsequently withdrawn or modified. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received the opinion of Qatalyst Partners LP to the effect that, as of the date of such opinion and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration to be received by the holders of shares of Company Common Stock, other than Newco or any Affiliates of Newco, pursuant to this Agreement is fair, from a financial point of view, to such holders. As of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A written copy of such opinion will be provided to Newco promptly following receipt by the Company. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Common Stock necessary (under Applicable Law or otherwise) to approve this Agreement and consummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. Seller Conopco has the all requisite corporate power and authority to execute, execute and deliver and perform under this Agreement and each of the Seller Ancillary Documents to effect which it is or is to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, hereby and each thereby. Each of Seller and each Transferring Subsidiary the other Sellers has the all requisite corporate power and authority to execute, execute and deliver and perform the Seller Ancillary Agreements and the other Acquisition Documents to which be entered into by it is a party at the Closing, to perform its respective obligations thereunder and to effect consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller Conopco of this Agreement and the Seller Ancillary Documents to be entered into by Seller and each Transferring Subsidiary of it at the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, Closing and the consummation of the transactions contemplated hereby and thereby have been, and the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, been duly authorized by all necessary corporate action on the part of Conopco and, in the case of the Seller or Ancillary Documents, will be authorized by all necessary corporate action on the relevant Transferring Subsidiarypart of the other Sellers prior to the Closing, and do not and will not require the approval of the stockholders of Parent. This Agreement has been andduly executed and delivered by Conopco and constitutes, when and each Seller Ancillary Document to be entered into by any of the Sellers will be duly executed and delivered at the ClosingClosing and when so executed and delivered will constitute, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents to which it is a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe applicable Seller, enforceable against it in accordance with their respective its terms, subject to any applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to affecting creditors’ ' rights generally or and subject to general principles of equity.

Authorization and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute, execute and deliver and perform under this Agreement and and, subject in the case of the Merger to effect obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements obligations hereunder and the other Acquisition Documents to which it is a party and to effect consummation by the Company of the transactions contemplated thereby. The executionhereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, delivery and performance by Seller no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been(including the Merger), and other than in the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation case of the transactions contemplated thereby will be prior to Merger obtaining the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. Requisite Stockholder Approval. (b) This Agreement has been and, when duly executed and delivered at by the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary Company and, assuming the due authorization, execution and delivery of this Agreement by Newco and the other Acquisition Documents to which it is Merger Sub, constitutes a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Company, enforceable against it the Company in accordance with their respective its terms, subject to any except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law affecting or similar laws now or hereafter in effect relating to creditors’ rights generally or to and by general principles of equityequity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and Merger Consideration, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received the written opinions of Qatalyst Partners, L.P. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. to the effect that, as of the date of such opinions, the Merger Consideration is fair to the holders of Company Common Stock from a financial point of view, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Newco, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Common Stock necessary (under Applicable Law, the Company’s governing documents or otherwise) to consummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. Seller The Borrower has the corporate power and authority to execute, deliver deliver, and perform under this Agreement and to effect Agreement, the transactions contemplated herebyDebenture, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the all other Acquisition Convertible Debt Documents to which it the Borrower is a party party, to make the borrowings hereunder, and to effect issue the transactions contemplated therebyConversion Shares issuable upon conversion of the Debenture. The execution, delivery delivery, and performance by Seller the Borrower of this Agreement and by Seller and each Transferring Subsidiary of Agreement, the Ancillary Agreements to which Seller or such Transferring Subsidiary is a partyDebenture, and the consummation of the transactions contemplated hereby and thereby have been, and the execution, delivery and performance by Seller and each Transferring Subsidiary of any all other Acquisition Convertible Debt Documents to which Seller or such Transferring Subsidiary the Borrower is a party and the consummation making of the transactions contemplated thereby will be prior to the Closing Dateborrowings hereunder and thereunder, have been duly and validly authorized by all necessary corporate action on the part of the Seller or the relevant Transferring Subsidiary. This Agreement Borrower (none of which actions has been andmodified or rescinded, when executed and delivered at all of which actions are in full force and effect) and do not and will not conflict with or violate any provision of law, of any judgments binding upon the ClosingBorrower, or of the Articles of Incorporation or Bylaws of the Borrower, conflict with or result in a breach of or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of the Borrower or any Subsidiary of the Borrower other Acquisition Documents will have beenthan the Lien on the Collateral granted hereunder, duly and validly executed by Seller or result in or require the relevant Transferring acceleration of any indebtedness of the Borrower or any Subsidiary andof the Borrower pursuant to any agreement, assuming the due execution and delivery of this Agreement and the other Acquisition Documents instrument, or indenture to which it the Borrower or any Subsidiary of the Borrower is a party or by Buyerwhich the Borrower or any Subsidiary of the Borrower or any of their property may be bound or affected. This Agreement, will the Debenture, and all other Convertible Debt Documents contemplated hereby or thereby constitute the legal, valid valid, and binding agreements obligations of Seller or such Transferring Subsidiarythe Borrower, enforceable against it in accordance with their respective terms, subject to any applicable except as limited by bankruptcy, insolvency, reorganization, moratorium or similar other such laws now or hereafter in effect relating to affecting the enforcement of creditors’ rights generally or to general principles of equity' rights.

Authorization and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute, execute and deliver and perform under this Agreement and and, subject in the case of the Merger to effect obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements obligations hereunder and the other Acquisition Documents to which it is a party and to effect consummation by the Company of the transactions contemplated thereby. The executionhereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, delivery and performance by Seller no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been(including the Merger), and other than in the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation case of the transactions contemplated thereby will be prior to Merger obtaining the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. Requisite Stockholder Approval. (b) This Agreement has been and, when duly executed and delivered at by the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary Company and, assuming the due authorization, execution and delivery of this Agreement by Newco and the other Acquisition Documents to which it is Merger Sub, constitutes a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Company, enforceable against it the Company in accordance with their respective its terms, subject to any except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law affecting or similar laws now or hereafter in effect relating to creditors’ rights generally or to and by general principles of equityequity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and Merger Consideration, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received the written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC to the effect that, as of the date of such opinion, the Merger Consideration is fair to the holders of Company Common Stock from a financial point of view, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Newco, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the

Authorization and Enforceability. Seller (a) Each of Parent and the Merger Sub has the all requisite corporate power and authority authority, as applicable, to execute, execute and deliver and perform under this Agreement and to effect consummate the transactions contemplated hereby, hereby and each to perform its obligations hereunder. The execution and delivery of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements this Agreement by Parent and the other Acquisition Documents to which it is a party Merger Sub and to effect the consummation by Parent and the Merger Sub of the transactions contemplated thereby. The executionhereby (including the Merger) have been duly authorized by all corporate action on the part of Parent and the Merger Sub, delivery and performance by Seller no other corporate proceedings on the part of Parent or the Merger Sub are necessary to authorize this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby (including the Merger). (b) The Board of Directors of Merger Sub has (i) determined and thereby have been, declared that this Agreement and the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to hereby, including the Closing DateMerger, duly authorized by all necessary corporate action are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Merger Consideration are in the best interests of the Seller or Merger Sub and its sole stockholder, (iii) approved this Agreement and the relevant Transferring Subsidiary. transactions contemplated hereby, including the Merger, (iv) directed that the adoption of this Agreement be submitted to a vote of the sole stockholder of the Merger Sub, and (v) resolved to recommend that the Merger Sub’s sole stockholder adopt this Agreement in accordance with the applicable provisions of Delaware Law (c) This Agreement has been and, when duly executed and delivered at by each of Parent and the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and by the other Acquisition Documents to which it is Company, constitutes a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiaryeach of Parent and the Merger Sub, enforceable against it each in accordance with their respective its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equitythe Enforceability Limitations.

Authorization and Enforceability. Seller (a) Weirton has the full corporate power and authority to execute, execute and deliver and perform under this Agreement and each other document or instrument contemplated hereby, to effect perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby, hereby and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby. The execution, execution and delivery and performance by Seller Weirton of this Agreement and each other document or instrument executed or to be executed by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a partyit in connection herewith, and the consummation of the transactions contemplated hereby and thereby thereby, have beenbeen duly and validly authorized by all necessary corporate action. Each of this Agreement and each other document or instrument executed or to be executed by Weirton in connection herewith has been duly executed and delivered by Weirton, and, when duly executed and delivered by the other parties hereto or thereto, constitutes a legal, valid and binding obligation of Weirton, enforceable against it in accordance with its terms. (b) The Partnership has full partnership power and authority to execute and deliver each document or instrument contemplated hereby as being executed and delivered by the Partnership in connection herewith, to perform its obligations thereunder, and to consummate the executiontransactions contemplated thereby. The execution and delivery by the Partnership of each document or instrument executed or to be executed by it in connection herewith, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Datethereby, have been duly and validly authorized by all necessary corporate action of partnership action. Each document or instrument executed or to be executed by the Seller or the relevant Transferring Subsidiary. This Agreement Partnership in connection herewith has been duly executed and delivered by the Partnership, and, when duly executed and delivered at the Closing, by the other Acquisition Documents will have beenparties thereto, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents to which it is constitutes a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Partnership, enforceable against it in accordance with their respective its terms. (c) The General Partner has full limited liability company power and authority to execute and deliver each document or instrument contemplated hereby as being executed and delivered by the General Partner in connection herewith, subject to any applicable bankruptcyperform its obligations thereunder, insolvency, reorganization, moratorium and to consummate the transactions contemplated thereby. The execution and delivery by the General Partner of each document or similar laws now or hereafter in effect relating to creditors’ rights generally instrument executed or to general principles be executed by it in connection herewith, and the consummation of equitythe transactions contemplated thereby, have been duly and validly authorized by all necessary limited liability company action. Each document or instrument executed or to be executed by the General Partner in connection herewith has been duly executed and delivered by the General Partner, and, when duly executed and delivered by the other parties thereto, constitutes a legal, valid and binding obligation of the General Partner, enforceable against it in accordance with its terms.

Authorization and Enforceability. Seller (a) The Company has the all requisite corporate power and authority to execute, execute and deliver and perform under this Agreement and and, subject in the case of the Merger to effect obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements obligations hereunder and the other Acquisition Documents to which it is a party and to effect consummation by the Company of the transactions contemplated thereby. The executionhereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, delivery and performance by Seller no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been(including the Merger), and subject to, in the execution, delivery and performance by Seller and each Transferring Subsidiary case of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to Merger, obtaining the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. Requisite Stockholder Approval. (b) This Agreement has been and, when duly executed and delivered at by the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary Company and, assuming the due authorization, execution and delivery of this Agreement by Newco and the other Acquisition Documents to which it is Merger Sub, constitutes a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Company, enforceable against it the Company in accordance with their respective its terms, subject to any except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law affecting or similar laws now or hereafter in effect relating to the enforcement of creditors’ rights generally or to and by general principles of equityequity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held, at which all directors of the Company were present, prior to the execution of this Agreement, the Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at the Company Stockholder Meeting and (vi) resolved to recommend that the Company Stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received the opinion of ▇▇▇▇▇▇▇ Sachs & Co. LLC to the effect that, as of the date of such opinion and based upon and subject to the qualifications, assumptions and limitations set forth therein, the Merger Consideration to be paid to the holders of Company Common Stock (other than Newco and its affiliates) pursuant to this Agreement is fair from a financial point of view, to such holders. A signed, true and complete copy of such opinion has been provided, or will promptly be provided, to Newco solely for informational purposes following receipt thereof by the Company Board. As of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company capital stock necessary (under Applicable Law or otherwise) to consummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. Seller Each of Holdings and Numonyx has the all requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and perform under this Agreement and to effect the transactions contemplated hereby, Holdings and each of Seller and each Transferring Subsidiary its Subsidiaries has the all requisite corporate power and authority to executeexecute and deliver each of the Transaction Documents to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Holdings and Numonyx of this Agreement, deliver and perform the Ancillary Agreements and the other Acquisition execution and delivery by Holdings and each of its Subsidiaries of each of the Transaction Documents to which it is a party and to effect the transactions contemplated thereby. The execution, delivery and performance by Seller of this Agreement and by Seller Holdings and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation its Subsidiaries of the transactions each of its obligations contemplated hereby and thereby have been, been duly and the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly validly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiaryaction. This Agreement has been andbeen, and when executed and delivered at the Closing, Closing the other Acquisition Transaction Documents to which Holdings and each of its Subsidiaries is a party will have been, duly and validly executed and delivered by Seller or the relevant Transferring Subsidiary andHoldings and each such Subsidiary, and assuming the due execution and delivery of this Agreement and the other Acquisition Transaction Documents to which it is a party by BuyerIntel and each of the other parties thereto, will constitute this Agreement constitutes the legal, valid and binding agreements agreement of Seller or such Transferring SubsidiaryHoldings and Numonyx, enforceable against it Holdings and Numonyx in accordance with its terms, and as of the Closing each of the Transaction Documents to which Holdings or any Subsidiary of Holdings is a party will constitute, the legal, valid and binding agreement of Holdings or such Subsidiary enforceable against Holdings or such Subsidiary in accordance with their respective terms, except to the extent (a) that their enforceability may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or or, where appropriate, to general principles of equityequity or (b) indemnification provisions contained in the Securityholders’ Agreement may be limited by applicable securities laws.

Authorization and Enforceability. Seller has the Purchaser and Subsidiary have full corporate power and corporate authority to make, execute, deliver and perform under this Agreement and all other agreements and instruments to effect be executed by Purchaser and Subsidiary in connection herewith (such other agreements and instruments being hereinafter referred to collectively as the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby. The execution, delivery and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been“Transaction Documents”), and the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party this Agreement and the consummation of the transactions contemplated thereby will be prior to the Closing Date, Transaction Documents by Purchaser and Subsidiary have been duly authorized by all necessary corporate action on the part of Purchaser and Subsidiary including shareholder approval. This Agreement has been, and as of the Seller or Closing Date the relevant Transferring Transaction Documents will be, duly executed and delivered by Purchaser and Subsidiary. This Agreement has been andis, when executed and delivered at as of the Closing, Closing Date the other Acquisition Transaction Documents will have beenbe, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents to which it is a party by Buyer, will constitute the legal, valid and binding agreements obligations of Seller or such Transferring Subsidiary, Purchaser and Subsidiary enforceable against it Purchaser and Subsidiary in accordance with their its respective terms. Except with respect to the consents to be delivered pursuant to Section 2.5(a) hereof, subject no approval, authorization or consent of any other third party (including any governmental authority) is required in connection with the execution and delivery by Purchaser and Subsidiary of this Agreement and the consummation of the Transaction Documents contemplated hereby. 3.11 No Pending Litigation or Proceedings. There are no actions, suits, investigations or proceedings (public or private) pending against or, to the best of Seller’s knowledge, threatened against or affecting any applicable bankruptcy, insolvency, reorganization, moratorium of the Acquired Assets or similar laws now that question the validity of this Agreement or hereafter in effect relating to creditors’ rights generally any action taken or to general principles be taken by Seller in connection with the consummation of equitythe Transaction Documents before any court or arbitrator or Authority. There are currently no outstanding judgments, decrees, settlement agreements or orders of any court or Authority against Seller, or any Affiliate of Seller, affecting or naming Seller or which relate to or arise out of the ownership or license of the Acquired Assets.

Authorization and Enforceability. Each Seller has the corporate power all requisite power, authority, and authority right to executeenter into and deliver this Agreement, deliver and perform its obligations under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents Transaction Document to which it is a party and to effect consummate the transactions contemplated therebyhereby or thereby and to Transfer the legal and beneficial title and ownership of the Membership Interests to Purchaser free and clear of all Liens. The execution, delivery Sellers have taken all action necessary and performance by Seller of have obtained all authorizations and approvals to execute and deliver this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements Transaction Document to which Seller or such Transferring Subsidiary it is a party, party to and the consummation of to consummate the transactions contemplated hereby and thereby have beenand to perform their obligations hereunder and thereunder, and no other action on the execution, delivery part of Sellers or their Affiliates is necessary to authorize this Agreement or the other Sellers Documents and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiaryhereby and thereby. This Agreement has been and, when duly executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary Sellers and, assuming the due execution authorization, execution, and delivery of this Agreement and by Purchaser, constitutes the other Acquisition Documents to which it is a party by Buyer, will constitute the legal, legally valid and binding agreements obligation of Seller or such Transferring SubsidiarySellers, enforceable against it Sellers in accordance with their respective its terms, subject to any except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws now or hereafter in effect relating to Laws affecting the enforcement of creditors’ rights generally and equitable principles (whether considered in a proceeding in equity or to general at law). Each of the other Sellers Documents will be, when delivered at or prior the Closing, duly executed and delivered by Sellers, and, assuming due authorization, execution, and delivery by the other parties thereto, will constitute the legally valid and binding obligations of Sellers, enforceable against Sellers in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and equitable principles of equity(whether considered in a proceeding in equity or at law).

Authorization and Enforceability. (a) The Company and each Seller has the requisite limited liability company or corporate power power, as applicable, and authority to execute, execute and deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party party, as applicable, to perform its respective obligations under this Agreement and the Ancillary Agreements, as applicable, and to effect consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company and each Seller of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary it is a party, as applicable, and the consummation by the Company and each Seller of the transactions contemplated hereby and thereby have beenbeen duly and validly authorized by all necessary limited liability company or corporate action, as applicable, on the part of the Company and each Seller and no other limited liability or corporate proceedings, as applicable, on the part of the Company or Sellers are necessary to authorize the execution, delivery and performance by Seller the Company and each Transferring Subsidiary Seller of any other Acquisition Documents this Agreement or the Ancillary Agreements to which Seller or such Transferring Subsidiary it is a party and the consummation of party, as applicable, or to consummate the transactions contemplated thereby will be prior hereby and thereby. Each of this Agreement and the Ancillary Agreements to which they are parties, as applicable, has been (or at the Closing Date, duly authorized by all necessary corporate action time of the Seller or Closing, if such documents are to be delivered at Closing will be) duly and validly executed and delivered by the relevant Transferring Subsidiary. This Agreement has been Company and each Seller, as applicable, and, assuming due authorization, execution and delivery by Buyer, as applicable, when executed and delivered by the Company and each Seller, as applicable, shall constitute (or, at the time of the Closing, the other Acquisition Documents if such documents are to be delivered at Closing will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents to which it is constitute) a party by Buyer, will constitute the legal, valid and legally binding agreements obligation of Seller or such Transferring Subsidiarythe Company and each Seller, as applicable, enforceable against it the Company and each Seller, as applicable, in accordance with their respective its terms, subject to any except that such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, receivership, reorganization, moratorium or moratorium, redemption, liquidation and other similar laws Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors’ rights generally or to and general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought.

Authorization and Enforceability. Seller EOC has the corporate all necessary power and authority to execute, execute and deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents Transaction Document to which it is a party and each instrument required by this Agreement and such other Transaction Document, and to effect perform its obligations hereunder and thereunder and to consummate the transactions contemplated therebyTransaction. The execution, execution and delivery and performance by Seller EOC of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements other Transaction Document to which Seller or such Transferring Subsidiary it is a party, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby Transaction have been approved by the Board of Directors of EOC, duly and thereby have been, validly authorized by all requisite limited liability company action and no other limited liability company actions or proceedings on the part of EOC are necessary to authorize the execution, delivery and performance by Seller of this Agreement and each Transferring Subsidiary other Transaction Document to which it is a party or to consummate the Transaction. No vote of the members of EOC is necessary to approve this Agreement or any of the other Acquisition Transaction Documents to which Seller or such Transferring Subsidiary it is a party party, or to approve the Transaction under applicable Law and the consummation Organizational Documents of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring SubsidiaryEOC. This Agreement has been been, and each of the other Transaction Documents to which EOC is a party when executed and delivered will be, duly and validly executed and delivered by EOC, and, assuming the due authorization, execution and delivery thereof by the other parties hereto, this Agreement constitutes (and each of the other Transaction Documents to which EOC is a party when executed and delivered at the Closing, the other Acquisition Documents Closing will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary andconstitute), assuming the due authorization, execution and delivery of this Agreement and by the other Acquisition Documents to which it is a party by Buyerparties hereto and thereto, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring SubsidiaryEOC, enforceable against it EOC in accordance with their respective its terms, subject to any applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or to general principles of equityat law).

Authorization and Enforceability. Seller (a) The Company has the corporate all requisite power and authority to execute, execute and deliver and perform under this Agreement and and, subject in the case of the Merger to effect obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements obligations hereunder and the other Acquisition Documents to which it is a party and to effect consummation by the Company of the transactions contemplated thereby. The executionhereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, delivery and performance by Seller no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been(including the Merger), and other than, in the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation case of the transactions contemplated thereby will be prior to Merger, obtaining the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. Requisite Stockholder Approval. (b) This Agreement has been and, when duly executed and delivered at by the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary Company and, assuming the due authorization, execution and delivery of this Agreement by Newco and the other Acquisition Documents to which it is Merger Sub, constitutes a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Company, enforceable against it the Company in accordance with their respective its terms, subject to any except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law affecting or similar laws now or hereafter in effect relating to creditors’ rights generally or to and by general principles of equityequity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and Merger Consideration, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Stockholders Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received an oral opinion of Qatalyst Partners LP (subsequently confirmed in writing) to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received under this Agreement by the holders of Company Common Stock (other than Parent or any Affiliate of Parent) is fair, from a financial point of view, to such holders, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Newco, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Common Stock necessary (under Applicable Law, the Company’s governing documents or otherwise) to consummate the Merger and the other transactions contemplated by this Agreement.

Authorization and Enforceability. (a) The Seller has the corporate full power and authority to execute, execute and deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents Transaction Document to which it is a party party, and to effect the transactions contemplated therebyperform its obligations hereunder and thereunder. The execution, delivery and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been, and the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. This Agreement has been and, when executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the other Acquisition Transaction Documents to which it is a party have been duly authorized by Buyer, all necessary action by or on behalf of the Seller. This Agreement and the other Transaction Documents to which the Seller is or will be a party have been or will be duly and validly executed and delivered by the Seller and constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Seller, enforceable against it the Seller in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws now or hereafter in effect relating to Laws affecting creditors’ rights and remedies generally or and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity). (b) The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party have been duly authorized by all necessary action by or on behalf of the Company. The Company has full power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder. This Agreement and each Transaction Document to which the Company is or will be a party have been or will be duly and validly executed and delivered and constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their 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 (regardless of whether enforcement is sought in a proceeding at Law or in equity).

Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by Seller has and the corporate power and authority to execute, deliver and perform under this Agreement and to effect the transactions contemplated hereby, Stockholders and each of Seller and each Transferring Subsidiary the Stockholders has the corporate all requisite power and authority capacity to executeexecute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by it in connection with the transactions provided for hereby, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect consummate the transactions contemplated therebyhereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. The execution, delivery and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Collateral Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation by Seller of the transactions contemplated hereby and thereby have been, been duly and the execution, delivery validly authorized and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized approved by all necessary corporate action on the part of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the relevant Transferring SubsidiaryCollateral Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been and, when executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming Assuming the due authorization, execution and delivery of by the other parties hereto or thereto, this Agreement and each of the other Acquisition Documents Collateral Agreements to which it Seller or any Stockholder is a party by Buyerconstitutes, or upon execution and delivery will constitute constitute, the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiaryand the Stockholders, enforceable against it Seller and the Stockholders in accordance with their respective its terms, subject to any except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or similar laws now or hereafter and judicial decisions from time to time in effect relating to which affect creditors’ rights generally or to general principles of equitygenerally.

Authorization and Enforceability. Seller The Company has the corporate power and authority to execute, deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Transaction Documents to which it is a party and has taken all necessary corporate action to effect authorize the transactions contemplated thereby. The execution, delivery and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a partyit of, and the consummation of the transactions contemplated hereby by, this Agreement and thereby have beensuch other Transaction Documents. No other corporate proceeding on the part of the Company is necessary for the valid execution and delivery by the Company of this Agreement, and the execution, delivery performance and performance consummation by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation Company of the transactions contemplated thereby by this Agreement to be performed by the Company, except as has been obtained or waived. With respect to the other Transaction Documents to which the Company will be prior to a party, no other corporate proceedings on the Closing Date, duly authorized by all necessary corporate action part of the Seller Company will be necessary for valid execution and delivery by the Company of such other Transaction Documents, and the performance and consummation of the Company of the transactions contemplated by such other Transaction Documents will be performed by the Company, except as will have been obtained or the relevant Transferring Subsidiarywaived. This The Company has duly executed and delivered this Agreement has been and, when executed and delivered at the Closingby it, will have duly executed and delivered the other Acquisition Transaction Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming to which it is a party. Assuming the due execution and delivery of this Agreement and the other Acquisition Documents to which it is by Lender, this Agreement constitutes a party by Buyer, will constitute the legal, valid and binding agreements obligation of Seller or such Transferring Subsidiarythe Company, enforceable against it the Company in accordance with their respective its terms, subject to any except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws now or hereafter in effect relating to Laws affecting the enforcement of creditors’ rights generally or to and by general principles of equityequity (regardless of whether enforcement is sought in a proceeding in equity or at Law). Assuming the due execution and delivery of the Transaction Documents to which the Company is a party (other than this Agreement) by Lender, each of such Transaction Documents, when executed and delivered by the Company, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).