Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. (a) Each of TCM and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of TCM and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated. This Agreement has been, and the Ancillary Agreements will be, duly and validly executed and delivered by TCM and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations of TCM and Merger Sub, enforceable against TCM and Merger Sub in accordance with their respective terms.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub, respectively, has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement and (ii) carry out each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its their obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebythereby (including the Transactions). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Transactions) have been or will be duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by their respective boards of directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been, and the Ancillary Agreements been or will be, be duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement thereof by the Company and HL, constitutes the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by their respective Boards of Directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated (other than the approval ("Parent Stockholder Approval") by the holders of at least a majority of the outstanding shares of Parent Common Stock (as hereinafter defined) of an amendment to the Certificate of Incorporation of Parent to authorize additional shares of Parent Preferred Stock and the issuance of Parent Preferred Stock in accordance with the terms of this Agreement, all in accordance with Delaware Law and Parent's Certificate of Incorporation and By-Laws (the "Parent Preferred Stock Matters")). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM and Merger Sub in accordance with their respective terms.

Authority Relative to this Agreement. (a) Each of TCM and Parent and/or Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of to execute and deliver the Stock Option Agreement, the Company Voting Agreements and the Company Affiliate Agreements (the "Parent Ancillary Agreements to which it is a party Agreements") and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Parent Ancillary Agreements to which it is a party by TCM and Parent and/or Merger Sub, Sub and the consummation by TCM and Parent and/or Merger Sub of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part of TCM and Parent and/or Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of and the Parent Ancillary Agreements or to consummate the transactions so contemplated. This Agreement has been, and the Parent Ancillary Agreements will be, have been duly and validly executed and delivered by TCM and Parent and/or Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid constitute legal and binding obligations of TCM and Parent and/or Merger Sub, enforceable against TCM and Parent and/or Merger Sub in accordance with their respective terms.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements Agreement, or to consummate the transactions so contemplated, subject only to (i) the approval of the issuance of the parent Common Stock in connection with the Merger by the stockholders of the Parent (the "PARENT STOCKHOLDERS' APPROVAL") and (ii) the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid constitute legal and binding obligations of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective terms.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements Agreement, or to consummate the transactions so contemplatedTransactions (other than, with respect to the Merger, the filing of the Certificate of Merger as required by Delaware Law). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid constitutes a legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity. No vote of the holders of any shares of Parent capital stock is required to approve this Agreement or the transactions contemplated hereby.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) Agreement, to perform its obligations hereunder and thereunder and and, subject to receipt of the Parent Shareholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of TCM and Merger Sub, as the case may beaction, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL and, with respect to the Parent Share Issuance, the Parent Shareholder Approval). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of TCM each of Parent and Merger Sub, enforceable against TCM each of Parent and Merger Sub in accordance with their respective its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub Acquisition has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) Agreement, to perform its obligations hereunder and thereunder under this Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part boards of TCM directors of Parent (the "Parent Board") and Merger Sub, Acquisition and by Parent as the case may besole stockholder of Acquisition, and no other corporate proceedings on the part of TCM Parent or Merger Sub Acquisition are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby (including the Merger). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM each of Parent and Merger Sub andAcquisition and constitutes, assuming the due authorization, execution and delivery hereof by the Company, a valid, legal and binding agreement of this Agreement and the Ancillary Agreements by each of the other parties hereto Parent and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations of TCM and Merger Sub, Acquisition enforceable against TCM each of Parent and Merger Sub Acquisition 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 equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM each of Parent and Merger Sub, Sub and the consummation by TCM each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby, by this Agreement have been duly and validly authorized by all necessary corporate action on the part of TCM and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM or Merger Sub Parent are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of TCM each of Parent and Merger Sub, enforceable against TCM each of Parent and Merger Sub in accordance with their respective its terms.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Related Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Related Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part members (including the managing member) of TCM Parent and by the board of directors of Merger Sub, as the case may be, and no other corporate or similar proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Related Agreements or to consummate the transactions so contemplatedcontemplated hereby or thereby. This Agreement has been, and the Ancillary Related Agreements will be, have been duly and validly executed and delivered by TCM each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutesconstitute valid, or, in the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations agreements of TCM each of Parent and Merger Sub, enforceable against TCM each of Parent and Merger Sub in accordance with their respective terms, except that such enforcement may be subject to (a) any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, affecting creditors' rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity).

Authority Relative to this Agreement. (a) Each of TCM and Merger Sub The Buyer has all necessary the corporate power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which it the Buyer is to be a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it the Buyer is to be a party by TCM and Merger Sub, and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part Board of TCM and Merger Sub, as Directors of the case may be, Buyer and no other corporate proceedings on the part of TCM or Merger Sub the Buyer are necessary to authorize this Agreement or any of and the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to which the Buyer is to be a party will bebe at the Closing, duly and validly executed and delivered by TCM the Buyer and Merger Sub andconstitute, or will constitute at the Closing, assuming the due authorization, execution and delivery of this Agreement constitutes, and the Ancillary Agreements by to which the Buyer is to be a party will constitute at the Closing legal, valid, binding and enforceable agreements of each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constituteSellers, legal, valid and binding obligations agreements of TCM and Merger Subthe Buyer, enforceable against TCM and Merger Sub it in accordance with their respective its terms.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, as applicable, and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated. The Board of Directors of Parent has determined that it is advisable and in the best interests of Parent's stockholders for Parent to enter into this Agreement, and for Parent to consummate the Merger upon the terms and subject to the conditions of this Agreement. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub Sub, and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of Company, constitutes the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM and Merger Sub in accordance with their respective terms.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has have all necessary requisite corporate power and authority to execute and deliver this Agreement and each of other agreement, document, instrument or certificate contemplated by this Agreement to be executed by Parent and/or Merger Sub in connection with the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements Transaction Documents to which it is a party by TCM and Merger Sub, and the consummation by TCM and Merger Sub it of the Mergers and the Contribution and the other transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part of TCM each of Parent and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedsuch transactions. This Agreement has been, and each of such Transaction Documents to which it is party will be at or prior to the Ancillary Agreements will beClosing, duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, this Agreement constitutes, or, in the case of the Ancillary Agreementsand each such Transaction Document when so executed and delivered, will constitute, the legal, valid and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM and Parent or Merger Sub Sub, as applicable, in accordance with their respective its terms, subject to the Bankruptcy and Equity Exception.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebythereby (including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by their respective boards of directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Related Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Related Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part board of TCM directors of Parent and by the board of directors of Merger Sub, as the case may be, and no other corporate or similar proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Related Agreements or to consummate the transactions so contemplatedcontemplated hereby or thereby. This Agreement has been, and the Ancillary Related Agreements will be, have been duly and validly executed and delivered by TCM each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutesconstitute valid, or, in the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations agreements of TCM each of Parent and Merger Sub, enforceable against TCM each of Parent and Merger Sub in accordance with their respective terms, except that such enforcement may be subject to (a) any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, affecting creditors' rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity).

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub ------------------------------------ Purchaser has all necessary requisite corporate power and authority to execute and deliver this Agreement and each of instrument required hereby to be executed and delivered by Parent or Purchaser prior to or at the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) Effective Time, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Purchaser of this Agreement and each instrument required hereby to be exercised and delivered by Parent or Purchaser prior to or at the Ancillary Agreements to which it is a party by TCM Effective Time and Merger Subthe performance of their respective obligations hereunder and thereunder, and the consummation by TCM Parent and Merger Sub Purchaser of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary corporate action on the part respective Boards of TCM Directors of Parent and Merger SubPurchaser, as and the case may beshareholder of Purchaser, and no other corporate proceedings on the part of TCM Parent or Merger Sub Purchaser are necessary to authorize this Agreement Agreement, or any of commence the Ancillary Agreements Offer or to consummate the transactions so contemplatedTransactions (including the Offer) other than filing and recordation of appropriate merger documents as required by the PBCL or the merger filing required by the German Federal Cartel Authority and publication after consummation of the offer of an ad-hoc disclosure pursuant to Section 15 of the German Securities Trading Act. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM each of Parent and Merger Sub Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, constitutes a valid and binding obligations obligation of TCM the Company, this Agreement constitutes a valid and Merger Subbinding agreement of each of Parent and Purchaser, enforceable against TCM each of Parent and Merger Sub Purchaser in accordance with their respective its terms.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by their respective Boards of Directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Related Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Related Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part board of TCM directors of Parent and by the board of directors of Merger Sub, as the case may be, and no other corporate or similar proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Related Agreements or to consummate the transactions so contemplatedcontemplated hereby or thereby. This Agreement has been, and the Ancillary Related Agreements will be, have been duly and validly executed and delivered by TCM each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutesconstitute valid, or, in the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations agreements of TCM each of Parent and Merger Sub, enforceable against TCM each of Parent and Merger Sub in accordance with their respective terms, except that such enforcement may be subject to (a) any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or equity).

Authority Relative to this Agreement. (a) Each of TCM and Parent and/or Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Noncompetition Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Noncompetition Agreements to which it is a party by TCM and Parent and/or Merger Sub, Sub and the consummation by TCM and Parent and/or Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of TCM and Parent and/or Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated. This Agreement Each of the Transaction Agreements has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM and Parent and/or Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid constitutes a legal and binding obligations obligation of TCM and Parent and/or Merger Sub, enforceable against TCM and Parent and/or Merger Sub in accordance with their respective its terms, except with respect to clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub Acquisition has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) Agreement, to perform its obligations hereunder and thereunder under this Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part boards of TCM directors of Parent (the "Parent Board") and Merger Sub, Acquisition and by Parent as the case may besole stockholder of Acquisition, and no other corporate proceedings on the part of TCM Parent or Merger Sub Acquisition are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM each of Parent and Merger Sub andAcquisition and constitutes, assuming the due authorization, execution and delivery hereof by the Company, a valid, legal and binding agreement of this Agreement and the Ancillary Agreements by each of the other parties hereto Parent and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations of TCM and Merger Sub, Acquisition enforceable against TCM each of Parent and Merger Sub Acquisition 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 equity.

Authority Relative to this Agreement. (a) Each of TCM the Buyer and Merger Sub the Parent has all necessary requisite corporate power and authority to execute and deliver this Agreement and each of other agreement, document or instrument to be executed or delivered by it contemplated by this Agreement (the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b“ Buyer Documents ”) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party Buyer Documents by TCM each of the Buyer and Merger Sub, the Parent and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, thereby by each of the Buyer and the Parent have been duly and validly authorized by all necessary corporate action on the part of TCM the Buyer and Merger Sub, as the case may be, Parent and no other corporate proceedings on the part of TCM or Merger Sub the Buyer and the Parent are necessary to authorize this Agreement or any of and the Ancillary Agreements Buyer Documents or to consummate the transactions so contemplatedcontemplated hereby and thereby. This Agreement has been, and when executed and delivered at the Ancillary Agreements Closing, the Buyer Documents will be, duly and validly executed and delivered by TCM each of the Buyer and Merger Sub the Parent and, assuming the due authorization, execution and delivery of by the Seller and each Stockholder, this Agreement constitutes, and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, Buyer Documents will constitute, a legal, valid and binding obligations obligation of TCM the Buyer and Merger Subthe Parent, enforceable against TCM the Buyer and Merger Sub the Parent in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by their respective Boards of Directors and stockholders to the extent required), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has have all necessary limited liability company or corporate power and authority authority, as the case may be, to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) Agreement, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement, the Conversion and Contribution Agreement and the Ancillary Agreements to which it is a party Voting Agreement by TCM and Merger Sub, Parent and the consummation by TCM and Merger Sub it of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part Board of TCM Managers of Parent, and Merger Sub, as in the case may beof this Agreement, the members of Parent, and no other corporate limited liability company proceedings on the part of TCM or Merger Sub Parent are necessary to authorize the execution, delivery and performance of this Agreement, the Conversion and Contribution Agreement and the Voting Agreement by Parent or any the consummation by Parent of the Ancillary Agreements transactions contemplated hereby or to consummate thereby (other than the transactions so contemplatedfiling of the Merger Filings as required by the CGCL). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoCompany hereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, constitute valid and binding obligations of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by general equitable principles.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (Agreement, and, subject to obtaining the receipt necessary approvals of the consents described in Section 4.06(b) hereof) Parent's stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM each of Parent and Merger Sub, the approval and recommendation for approval by the Board of Directors of the Company of this Agreement and the Merger, and the consummation by TCM Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby, by this Agreement have been duly and validly authorized by all necessary corporate action on the part of TCM and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM or Parent and Merger Sub or each of its Board of Directors are necessary to authorize this Agreement approve or any of the Ancillary Agreements recommend for approval or to consummate the Merger and the other transactions so contemplatedcontemplated by this Agreement (other than the approval of the Parent Stock Issuance (as defined below in Section 6.01(a)) by the holders of a majority of the then outstanding Parent Common Stock and for Merger Sub the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of TCM each of Parent and Merger Sub, enforceable against TCM and Merger Sub each of them in accordance with their respective its terms.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, Sub and the consummation by TCM and Merger Sub of the transactions contemplated on its part hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part its Board of TCM and Merger Sub, as the case may beDirectors, and no other corporate proceedings on the part of TCM or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or for Parent and Sub to consummate the transactions so contemplatedcontemplated hereby. The execution and delivery of this Agreement by Parent has been duly authorized by Parent's Board of Directors. The consummation of the transactions contemplated hereby is subject to the approval of the Board of Directors of Parent. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto Parent and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, Sub and constitutes a valid and binding obligations agreement of TCM each of Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms. Upon issuance, if any, of shares of Parent Common Stock, such shares shall not be subject to restriction on transfer other than those imposed by the Securities Act of 1933, as amended.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Acquisition Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyArrangement. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party other Transaction Documents by TCM Parent and Merger Sub, Acquisition Sub and the consummation by TCM Parent and Merger Acquisition Sub of the transactions contemplated hereby and thereby, Arrangement have been duly and validly authorized by all necessary corporate action on the part of TCM and Merger Sub, as the case may beaction, and no other corporate proceedings on the part of TCM Parent or Merger Acquisition Sub are necessary to authorize this Agreement or any of the Ancillary Agreements other Transaction Documents or to consummate the transactions so contemplatedArrangement. This Each of this Agreement has been, and the Ancillary Agreements will be, other Transaction Documents has been duly and validly executed and delivered by TCM Parent and Merger Acquisition Sub and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of TCM each of Parent and Merger Acquisition Sub, enforceable against TCM each of Parent and Merger Acquisition Sub in accordance with their respective its terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to to: (i) execute and deliver this Agreement Agreement, and each of the Ancillary Agreements ancillary document that Parent or Merger Sub is to which it is a party execute or deliver pursuant to this Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by their respective boards of directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger ------------------------------------ Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part respective Boards of TCM Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM or Parent and Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement constitutes the valid and the Ancillary Agreements by each binding agreement of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations agreement of TCM each of Parent and Merger Sub, enforceable against TCM and Merger Sub each of them in accordance with their respective its terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regard less of whether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by its Board of Directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and the Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or the Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to ii) carry out Parent’s and the receipt of the consents described in Section 4.06(b) hereof) to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Business Combination). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party consummation by TCM and Merger Sub, Parent and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, (including the Business Combination) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and the Merger Sub, as Sub (including the case may beapproval by their respective Boards of Directors), and no other corporate proceedings on the part of TCM Parent or any of the Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(b)). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and the Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and the Merger Sub, enforceable against TCM Parent and the Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Acquisition Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by each of Parent and the Ancillary Agreements to which it is a party by TCM and Merger Sub, Acquisition Sub and the consummation by TCM each of Parent and Merger Acquisition Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Acquisition Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Acquisition Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM each of Parent and Merger Acquisition Sub and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of TCM Parent and Merger Sub, Acquisition Sub enforceable against TCM and Merger Sub each of them in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary have full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub have executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by its Board of Directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary the requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each of the Ancillary other Transaction Agreements to which it each of them is a party party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement, and (subject to the receipt of the consents described in Section 4.06(bb) hereof) to perform carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary other Transaction Agreements to which it each of them is a party by TCM and Merger Subparty, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, Transactions (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM each of Parent and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any the other Transaction Agreements to which each of the Ancillary Agreements them is a party or to consummate the transactions so contemplatedcontemplated thereby, other than approval of the Parent Shareholder Matters by the Requisite Parent Shareholder Majority. This Agreement has been, and the Ancillary other Transaction Agreements will be, to which each of them is a party have been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretoParties hereto, constitutes, or, in constitute the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations of TCM Parent and Merger SubSub (as applicable), enforceable against TCM Parent and Merger Sub (as applicable) in accordance with their respective terms, subject to the Enforceability Exceptions.

Authority Relative to this Agreement. (a) Each of TCM Parent and the Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or the Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to ii) carry out Parent’s and the receipt of the consents described in Section 4.06(b) hereof) to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Business Combination). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party consummation by TCM and Merger Sub, Parent and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, (including the Business Combination) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and the Merger Sub, as Sub (including the case may beapproval by their respective Boards of Directors), and no other corporate proceedings on the part of TCM Parent or any of the Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and the Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and the Merger Sub, enforceable against TCM Parent and the Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by its Board of Directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements Agreement, or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid constitutes a legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub Acquisition has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) Agreement, to perform its obligations hereunder and thereunder under this Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part boards of TCM directors of Parent and Merger Sub, Acquisition and by Parent as the case may besole stockholder of Acquisition, and except for approval by the shareholders of Parent, no other corporate proceedings on the part of TCM Parent or Merger Sub Acquisition are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM each of Parent and Merger Sub andAcquisition and constitutes, assuming the due authorization, execution and delivery hereof by the Company, a valid, legal and binding agreement of this Agreement and the Ancillary Agreements by each of the other parties hereto Parent and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligations of TCM and Merger Sub, Acquisition enforceable against TCM each of Parent and Merger Sub Acquisition 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 equity.

Authority Relative to this Agreement. (a) Each of TCM and Parent and/or Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Noncompetition Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Noncompetition Agreements to which it is a party by TCM and Parent and/or Merger Sub, Sub and the consummation by TCM and Parent and/or Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of TCM and Parent and/or Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated. This Agreement Each of the Transaction Agreements has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM and Parent and/or Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid constitutes a legal and binding obligations obligation of TCM and Parent and/or Merger Sub, enforceable against TCM and Parent and/or Merger Sub in accordance with their respective its terms, except with respect to clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent's and Merger Sub's obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by its Board of Directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub ------------------------------------ has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements Agreement, or to consummate the transactions so contemplated, subject only to the approval of the Share Issuance by Parent's stockholders and the filing of the Certificate of Merger pursuant to Georgia Law and the Delaware Certificate of Merger pursuant to Delaware Law. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid constitute legal and binding obligations of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has have all necessary limited liability company or corporate power and authority authority, as the case may be, to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) Agreement, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement, the Conversion and Contribution Agreement and the Ancillary Agreements to which it is a party Voting Agreement by TCM and Merger Sub, Parent and the consummation by TCM and Merger Sub it of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action on the part Board of TCM Managers of Parent, and Merger Sub, as in the case may beof this Agreement, the members of Parent, and no other corporate limited liability company proceedings on the part of TCM or Merger Sub Parent are necessary to authorize the execution, delivery and performance of this Agreement, the Conversion and Contribution Agreement and the Voting Agreement by Parent or any the consummation by Parent of the Ancillary Agreements transactions contemplated hereby or to consummate thereby (other than the transactions so contemplatedfiling of the Merger Filings as required by the CGCL). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, Table of Contents execution and delivery of this Agreement and by the Ancillary Agreements by each of the other parties hereto and theretoCompany hereto, constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, constitute valid and binding obligations of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by general equitable principles.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and thereby(including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by their respective Board of Directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Shareholder Approval. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver, and perform this Agreement, and each ancillary document that it has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebythereby (including the Mergers). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Mergers) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by its board of directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than approval of the Parent Stockholder Matters. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution execution, and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent's and Merger Sub's obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebythereby (including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by its Board of Directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each of the Ancillary other Transaction Agreements to which it is a party party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (subject to the receipt of the consents described in Section 4.06(bb) hereof) to perform carry out its obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebyTransactions (including the Merger). The execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary other Transaction Agreements to which it each of them is a party by TCM and Merger Subparty, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, Transactions (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM each of Parent and Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any the other Transaction Agreements to which each of the Ancillary Agreements them is a party or to consummate the transactions so contemplatedcontemplated thereby, other than approval of the Parent Stockholder Matters. This Agreement has been, and the Ancillary other Transaction Agreements will be, to which each of them is a party have been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretoParties, constitutes, or, in constitute the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations of TCM Parent and Merger SubSub (as applicable), enforceable against TCM Parent and Merger Sub (as applicable) in accordance with their respective terms, subject to the Remedies Exception.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) all related agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to such approvals as are required pursuant to Section 4.03(b) hereof. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to which it is a party all related agreements by TCM each of Parent and Merger Sub, Sub and the consummation by TCM each of Parent and Merger Sub of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized approved by all necessary corporate action on the part their respective Boards of TCM Directors and Merger Sub, by Parent in its capacity as the case may besole shareholder of Sub, and no other corporate proceedings on the part of TCM either of Parent or Merger Sub or their respective shareholders are necessary to authorize the execution, delivery and performance of this Agreement or any and all related agreements by Parent and Sub and the consummation by Parent and Sub of the Ancillary Agreements or to consummate Merger and the other transactions so contemplatedcontemplated hereby and thereby. This Agreement and each related agreement executed by Parent and/or Sub has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties hereto Parent and theretoSub, constitutes, or, in as the case of the Ancillary Agreementsmay be, will constitute, and constitutes a legal, valid and binding obligations obligation of TCM each of Parent and Merger Sub, Sub enforceable against TCM each of Parent and Merger Sub in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) Each of TCM and Merger Sub Parent has all necessary full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Parent’s Board of Directors has unanimously approved this Agreement and the Ancillary Agreements to which the Parent is a party. The execution and delivery by Parent of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Suband, and the consummation by TCM and Merger Sub Parent of the transactions contemplated hereby and thereby, thereby and the performance by Parent of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of TCM and Merger Sub, as the case may be, Parent and no other corporate proceedings further action is required on the part of TCM or Merger Sub are necessary Parent to authorize this Agreement or any of the Ancillary Agreements to which it is a party or to consummate the consummation of the transactions so contemplatedcontemplated hereby or thereby. This Agreement has been, and the Ancillary Agreements have been or will be, as applicable, duly and validly executed and delivered by TCM and Merger Sub Parent and, assuming the due authorization, execution and delivery of this Agreement and hereof by the Ancillary Agreements by each of Company and/or the other parties hereto and thereto, constitutes, or, in the case of the Ancillary Agreements, each constitutes or will constitute, as applicable, a legal, valid and binding obligations obligation of TCM and Merger Sub, Parent enforceable against TCM and Merger Sub Parent in accordance with their its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to which it is a party by TCM Parent and Merger Sub, Sub and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part respective Boards of TCM Directors of Parent and Merger Sub and by Parent as sole stockholder of Merger Sub, as the case may be, and no other corporate proceedings on the part of TCM or Parent and Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM each of Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement constitutes the valid and the Ancillary Agreements by each binding agreement of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations agreement of TCM each of Parent and Merger Sub, enforceable against TCM and Merger Sub each of them in accordance with their respective its terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute and or deliver pursuant to this Agreement and each of the Ancillary Agreements to which it is a party Agreement, and (subject to the receipt of the consents described in Section 4.06(bii) hereof) to perform its carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the transactions contemplated hereby and therebythereby (including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of TCM Parent and Merger Sub, as Sub (including the case may beapproval by its Board of Directors), and no other corporate proceedings on the part of TCM Parent or Merger Sub are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby, other than the Parent Stockholder Approval (as defined in Section 5.1(a)). This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements thereof by each of the other parties hereto and theretohereto, constitutes, or, in constitutes the case of the Ancillary Agreements, will constitute, legal, valid legal and binding obligations obligation of TCM Parent and Merger Sub, enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. (a) Each of TCM Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and (subject to the receipt of the consents described in Section 4.06(b) hereof) Agreement, to perform its their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which it is a party by TCM and Merger Sub, and the consummation by TCM Parent and Merger Sub of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of TCM by Parent and Merger Sub, as the case may be, and no other corporate proceedings action on the part of TCM either Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement or any and the consummation by Parent and Merger Sub of the Ancillary Agreements or to consummate the transactions so contemplatedcontemplated hereby. This Agreement has been, and the Ancillary Agreements will be, been duly and validly executed and delivered by TCM Parent and Merger Sub and, assuming the due authorization, authorization and valid execution and delivery of this Agreement and hereof by the Ancillary Agreements by each of the other parties hereto and theretoCompany, constitutes, or, in the case of the Ancillary Agreements, will constitute, constitutes a legal, valid and binding obligations obligation of TCM Parent and Merger Sub, Sub enforceable against TCM Parent and Merger Sub in accordance with their respective its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights generally and by general principles of equity.