Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Buyer has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligation, enforceable against the Buyer in accordance with its terms, subject to the Enforceability Exceptions.

Authority Relative to this Agreement. The Buyer has all necessary and Parent have full power and authority to execute and deliver this Agreement and the other each Transaction Documents Document to which it is partythey are or, to perform and comply with each of its obligations hereunder and thereunder at Closing, will be, a party and to consummate the Contemplated Transactions. The execution Following the approval of the boards of directors of Parent and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer and Parent of each of its obligations herein and therein Transaction Document and the consummation by the Buyer of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and Parent and no other corporate acts by or other proceedings on behalf of Buyer or Parent are necessary or required to authorize the part execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents Contemplated Transactions to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreementthey are or, and the other Transaction Documents to which it is party at Closing, will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (assuming the Buyer is party constitutes valid execution and delivery thereof by the other parties thereto) constitutes, or will constitute will, at the Buyer’s Closing, constitute, as the case may be, the legal, valid and binding obligation, agreements of Buyer and Parent enforceable against the Buyer each of them in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer CDBeat has all necessary power full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at the Closing, will be a party and to consummate the Contemplated Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it CDBeat is partyor, at the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions Closing, will be a party have been duly and validly authorized and approved by all necessary corporate or other action on the part board of the Buyer directors of CDBeat and no other corporate or other proceedings on the part of the Buyer and no stockholder votes CDBeat are necessary to authorize the execution and delivery by CDBeat of this AgreementAgreement or the consummation of the Contemplated Transactions to which it is or, at the Closing, will be a party. This Agreement has been and, at the Closing, the other Transaction Documents to which it CDBeat is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been duly and validly executed and delivered this Agreement, by CDBeat and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party parties thereto) constitutes or will at the Closing constitute the Buyer’s legal, valid and binding obligationagreement of CDBeat, enforceable against the Buyer CDBeat in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary power At the Closing, the Company will have full power, capacity and authority to execute and deliver this Agreement and the other each Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution execution, delivery and delivery performance by the Buyer Company and Seller of this Agreement and the other each Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein Document and the consummation by the Buyer of the Contemplated Transactions to which the Company and/or Seller are, or at Closing, will be, a party will have been duly and validly authorized by the Company and approved by all necessary corporate or other action on the part of the Buyer Seller and no other corporate acts by or other proceedings on the part behalf of the Buyer and no stockholder votes are Company or Seller will be necessary or required to authorize this Agreementthe execution, delivery and performance by each of the other Company and Seller of each Transaction Documents Document and the consummation of the Contemplated Transactions to which it it, he or she, is party or the performance or consummation by the Buyer of the Transactionsor, at Closing, will be, a party. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this This Agreement and the other Transaction Documents to which the Buyer Company or Seller is a party constitutes have been duly and validly executed and delivered by the Company or Seller, respectively, and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the Buyer’s legal, valid and binding obligationagreements of the Company and Seller, respectively, enforceable against the Buyer Company and Seller in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution and delivery by of the Buyer of this Agreement and the other Transaction Documents to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein thereunder and the consummation by the Buyer of the Contemplated Transactions have been duly and validly authorized and approved by all necessary required corporate or other action on the part of the Buyer Company and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Company are necessary to authorize this Agreementthe Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will be, duly and validly executed and delivered by the Company and, assuming this AgreementAgreement has been, and each of the other Transaction Documents to which it is a party will be be, duly authorized, executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documentsparties thereto, this Agreement constitutes, and each of the other Transaction Documents to which the Buyer it is a party constitutes or will constitute the Buyer’s constitute, a legal, valid and binding obligationobligation of the Company, enforceable against the Buyer it in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Enforceability Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. The Buyer has all necessary Parent and the Merger-Sub have full corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party, to perform and comply with each of its their respective obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery, and delivery by the Buyer performance of this Agreement by the Parent and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein Merger-Sub and the consummation by the Buyer Parent and the Merger-Sub of the Transactions Merger and the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate or other action on the part respective Boards of Directors of the Buyer Parent and the Merger-Sub and Parent as the sole stockholder of the Merger-Sub, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Parent or the Merger-Sub are necessary to authorize the execution, delivery, and performance of this Agreement, Agreement by the other Transaction Documents to which it is party or Parent and the performance or Merger-Sub and the consummation by the Buyer Parent and the Merger-Sub of the Transactionstransactions contemplated hereby. The Buyer This Agreement has been duly and validly executed and delivered this Agreementby the Parent and the Merger-Sub, and constitutes a legal, valid, and binding obligation of the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement Parent and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligation, Merger-Sub enforceable against the Buyer Parent and the Merger-Sub in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the Enforceability Exceptionsenforcement of creditors' rights generally and general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Buyer Purchaser has all necessary full power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the Contemplated Transactions. The execution execution, delivery and delivery performance by the Buyer Purchaser of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer it of the Contemplated Transactions have been duly and validly authorized and approved by all necessary corporate or other action on the part Purchaser's board of the Buyer directors, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Purchaser are necessary to authorize the execution and delivery by Purchaser of this Agreement, Agreement or the other Transaction Documents to which it Purchaser is a party or the performance or consummation by the Buyer of the TransactionsContemplated Transactions to which Purchaser is a party. The Buyer This Agreement has been duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Purchaser and, (assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and by the other Transaction Documents, this Agreement and parties hereto) constitutes the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationagreement of Purchaser, enforceable against the Buyer Purchaser in accordance with its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Each of Parent and Merger Sub has all necessary corporate power and authority to execute (i) execute, deliver and deliver perform this Agreement and each ancillary document which Parent or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, (ii) file immediately the other Transaction Documents to which it is partyCertificate of Designation with the Delaware Secretary of State, to perform and comply with each of its (iii) carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, to consummate the Transactionstransactions contemplated hereby (including the Merger). The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is partyAgreement, the performance and compliance by filing of the Buyer with each Certificate of its obligations herein and therein Designation, and the consummation by the Buyer Parent and Merger Sub of the Transactions transactions contemplated hereby (including the Merger) have been duly and validly authorized and approved by all necessary corporate or other action on the part of Parent and Merger Sub (including the Buyer approval by their respective Boards of Directors and Parent as the sole stockholder of Merger Sub, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI), and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Parent or Merger Sub are necessary to authorize this Agreement, to file the other Transaction Documents Certificate of Designation, or to which it is party or consummate the performance or consummation by the Buyer of the Transactionstransactions contemplated hereby. The Buyer This Agreement has been duly and validly executed and delivered this Agreement, by Parent and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Merger Sub and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties hereto, constitutes the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligationobligation of Parent and Merger Sub, enforceable against the Buyer Parent and Merger Sub in accordance with its terms, subject to except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the Enforceability Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Buyer Each Seller has all necessary power full power, capacity and authority to execute and deliver this Agreement and the other each Transaction Documents Document to which it such Seller is partyor, to perform and comply with each of its obligations hereunder and thereunder at Closing, will be, a party and to consummate the Transactionstransactions contemplated hereby and thereby (the "CONTEMPLATED TRANSACTIONS"). The execution execution, delivery and delivery by the Buyer performance of this Agreement and the other each Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein Document and the consummation by the Buyer of the Contemplated Transactions to which any Seller is or, at Closing, will be, a party have been duly and validly authorized by such Seller, and approved by all necessary corporate or no other action acts on the part of any Seller (or any other person) are necessary or required to authorize the Buyer execution, delivery and no other corporate performance by such Seller of each Transaction Document or other proceedings on the part consummation of the Buyer and no stockholder votes are necessary Contemplated Transactions to authorize this Agreementwhich such Seller is or, at Closing, will be, a party. This Agreement has been and, at Closing, the other Transaction Documents to which it any Seller is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been, duly and validly executed and delivered this Agreementby such Seller, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documentsparties thereto) constitutes, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute at Closing, constitute, as the Buyer’s case may be, the legal, valid and binding obligationagreements of such Seller, enforceable against the Buyer such Seller in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Cakewalk has all necessary power full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at the Closing, will be a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it Cakewalk is partyor, at the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions Closing, will be a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer Cakewalk, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Cakewalk (or any other person) are necessary to authorize the execution and delivery by Cakewalk of this AgreementAgreement or the consummation of the Contemplated Transactions to which Cakewalk is or, at the Closing, will be a party. This Agreement has been and, at the Closing, the other Transaction Documents to which it Cakewalk is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been, duly and validly executed and delivered this Agreementby Cakewalk, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes parties thereto) constitute or will constitute at the Buyer’s Closing constitute, as the case may be, the legal, valid and binding obligation, agreements of Cakewalk enforceable against the Buyer Cakewalk in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Connecture has all necessary requisite power and authority to (a) execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, (b) to perform and comply with each of its obligations hereunder and thereunder thereunder, and to (c) consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer Connecture of this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Connecture of the Transactions transactions contemplated hereby and thereby, and the performance by Connecture of its obligations hereunder and thereunder, have been duly and validly authorized and approved by all necessary corporate or action by the Board of Directors of Connecture, and no other action on the part of the Buyer and no other corporate Board of Directors or other proceedings on the part shareholders of the Buyer and no stockholder votes are necessary Connecture is required to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which it is a party or and the performance or consummation by the Buyer Connecture of the Transactionstransactions contemplated hereby and thereby. The Buyer has This Agreement and the Ancillary Agreements to which Connecture is a party have been or will be, as applicable, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Connecture and, assuming the due authorization and the valid authorization, approval, execution and delivery hereof by the Selling Entities of this Agreement and Sellers and/or the other Transaction Documentsparties thereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s constitute, as applicable, a legal, valid and binding obligationobligation of Connecture, enforceable against the Buyer Connecture in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Buyer has all necessary full power and authority to execute and deliver this Agreement and the other each Transaction Documents to which it is partythey are or, to perform and comply with each of its obligations hereunder and thereunder at Closing, will be, a party and to consummate the Contemplated Transactions. The execution Following the approval of the board of directors of Buyer and Sub and the shareholder of Sub with respect to the Contemplated Transactions, the execution, delivery and performance by the Buyer of this Agreement and the other each Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein Document and the consummation by the Buyer of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and no other corporate acts by or other proceedings on behalf of Buyer is necessary or required to authorize the part execution, delivery and performance by Buyer of each Transaction Document and the consummation of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents Contemplated Transactions to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreementthey are or, and the other Transaction Documents to which it is party at Closing, will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this a party. This Agreement and the other Transaction Documents to which the Buyer is a party constitutes have been, duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will constitute will, at the Buyer’s Closing, constitute, as the case may be, the legal, valid and binding obligation, agreements of Buyer enforceable against the Buyer each of them in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary power execution, delivery and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery performance by the Buyer Parties of this Agreement and the other Transaction Documents to which it either Buyer Party is or will be a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer Parties of the Transactions transactions contemplated hereby and thereby, are within the power of the Buyer Parties and have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents to which it is party or the performance or consummation by the Buyer Parties and their boards of trustees, and by the TransactionsMember and its board of trustees, as applicable, and no approval from any other Person or Governmental Entity is required regarding the same that has not been obtained or given, as applicable. The Buyer This Agreement has been, and each other Transaction Document (as applicable) when executed and delivered will be, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the each Buyer Party and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement other parties hereto and the other Transaction Documentsthereto, this Agreement constitutes (and the each other Transaction Documents Document to which the Buyer is Parties (as applicable) are a party constitutes or when executed will constitute the Buyer’s legalbe) a valid, valid legal and binding obligationagreement of the Buyer Parties, enforceable against the Buyer Parties in accordance with its terms, subject subject, as to the Enforceability Exceptionsenforcement of remedies, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority Relative to this Agreement. The Buyer has all necessary power execution, delivery and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery performance by the Buyer Seller Parties of this Agreement and the other Transaction Documents to which it either Seller Party is or will be a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer Seller Parties of the Transactions transactions contemplated hereby and thereby, are within the power of the Seller Parties and have been duly and validly authorized and approved by all necessary corporate action by the Seller Parties, their boards of directors or other action on the part managers and stockholders or members, as applicable, and no approval from any of the Buyer and no other corporate stockholders or other proceedings on the part members of the Buyer Seller Parties is required regarding the same that has not been obtained or given, as applicable. This Agreement has been, and no stockholder votes are necessary to authorize this Agreement, the each other Transaction Documents to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has Document (as applicable) when executed and delivered will be, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer each Seller Party and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement other parties hereto and the other Transaction Documentsthereto, this Agreement constitutes (and the each other Transaction Documents Document to which the Buyer is Seller Parties (as applicable) are a party constitutes or when executed will constitute the Buyer’s legalbe) a valid, valid legal and binding obligationagreement of such Seller Party, enforceable against the Buyer such Seller Party in accordance with its terms, subject subject, as to the Enforceability Exceptionsenforcement of remedies, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority Relative to this Agreement. The Buyer Each of Parent and Sub has all necessary full corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is party, to perform and comply with each of its obligations hereunder (subject to, in the case of consummation of the Merger, the issuance of Parent Common Stock and thereunder the increase in the Board of Directors of Parent in connection therewith, obtaining the Parent Stockholders' Approval, if required) and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery by the Buyer performance of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein Parent and therein Sub and the consummation by the Buyer each of Parent and Sub of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate or other action on its Board of Directors and by Parent in its capacity as the part sole stockholder of the Buyer Sub; and no other corporate or other proceedings on the part of the Buyer and no stockholder votes either of Parent or Sub or their stockholders are necessary to authorize the execution, delivery and performance of this Agreement, Agreement by Parent and Sub and the other Transaction Documents to which it is party or the performance or consummation by the Buyer Parent and Sub of the Transactionstransactions contemplated hereby. The Buyer This Agreement has been duly and validly executed and delivered this Agreement, by each of Parent and the other Transaction Documents to which it is party will be duly executed Sub and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s a legal, valid and binding obligation, obligation of each of Parent and Sub enforceable against the Buyer each of Parent and Sub in accordance with its termsterms (subject to, subject to in the Enforceability Exceptionscase of consummation of the Merger, and the issuance of Parent Common Stock and the increase in the Board of Directors of Parent in connection therewith, obtaining the Parent Stockholders' Approval, if required), 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. The Each of Buyer and Parent has all necessary full power and authority to execute and deliver this Agreement and the other each Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at Closing, will be, a party and to consummate the Contemplated Transactions. The execution execution, delivery and delivery by the Buyer performance of this Agreement and the other each Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein Document and the consummation by the Buyer of the Contemplated Transactions to which each of Buyer and/or Parent is or, at Closing, will be, a party have been duly and validly authorized and approved by all necessary corporate or other action on the part board of directors thereof, as the Buyer case may be, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes and/or Parent are necessary to authorize this Agreementthe execution, delivery and performance by Buyer and/or Parent of each Transaction Document or the consummation of the Contemplated Transactions to which Buyer and/or Parent is or, at Closing, will be a party. This Agreement has been and, at Closing, the other Transaction Documents to which it Buyer and/or Parent is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been, duly and validly executed and delivered this Agreement, by Buyer and/or Parent and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties thereto) constitutes, or will, at the other Transaction DocumentsClosing, this Agreement and constitute, as the other Transaction Documents to which case may be, the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationagreements of Buyer and/or Parent, enforceable against the Buyer and/or Parent in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. (a) The Buyer has all necessary limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party, to perform and comply with each of its obligations hereunder and thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of the Buyer’s legal, and no other limited liability company proceedings on the part of the Buyer are necessary to authorize this Agreement or the other Transaction Documents to which it is party or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Buyer, and, upon their execution and delivery in accordance with the terms of this Agreement, each of the other Transaction Documents to which the Buyer is a party will have been duly and validly executed and delivered by the Buyer, and, assuming that this Agreement and such other Transaction Documents constitute valid and binding obligationagreements of the Selling Entities party thereto, constitute valid and binding agreements of the Buyer, enforceable against the Buyer in accordance with its their terms, subject except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally or general principles of equity.

Authority Relative to this Agreement. The Buyer has all necessary full power and authority to execute and deliver this Agreement and the other each Transaction Documents to which it is partythey are or, to perform and comply with each of its obligations hereunder and thereunder at Closing, will be, a party and to consummate the Contemplated Transactions. The execution and delivery by Following the approval of the board of directors of Buyer of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by shareholders of the Buyer with respect to the Contemplated Transactions, the execution, delivery and performance by Buyer of each of its obligations herein and therein Transaction Document and the consummation by the Buyer of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and no other corporate acts by or other proceedings on behalf of Buyer is necessary or required to authorize the part execution, delivery and performance by Buyer of each Transaction Document and the consummation of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents Contemplated Transactions to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreementthey are or, and the other Transaction Documents to which it is party at Closing, will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this a party. This Agreement and the other Transaction Documents to which the Buyer is a party constitutes have been, duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery thereof by the other parties thereto) constitutes, or will constitute will, at the Buyer’s Closing, constitute, as the case may be, the legal, valid and binding obligation, agreements of Buyer enforceable against the Buyer each of them in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary Parent have full power and authority to execute and deliver this Agreement and the other each Transaction Documents Document to which it is partythey are or, to perform and comply with each of its obligations hereunder and thereunder at Closing, will be, a party and to consummate the Contemplated Transactions. The execution and delivery by Following the Buyer approval of this Agreement and the other Transaction Documents boards of directors of Parent with respect to which it is partythe Contemplated Transactions, the execution, delivery and performance by Buyer and compliance by the Buyer with Parent of each of its obligations herein and therein Transaction Document and the consummation by the Buyer of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer Parent and no other corporate acts by or other proceedings on behalf of Parent are necessary or required to authorize the part execution, delivery and performance by Parent of each Transaction Document and the consummation of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents Contemplated Transactions to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreementthey are or, and the other Transaction Documents to which it is party at Closing, will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this a party. This Agreement and the other Transaction Documents to which Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (assuming the Buyer is party constitutes valid execution and delivery thereof by the other parties thereto) constitutes, or will constitute will, at the Buyer’s Closing, constitute, as the case may be, the legal, valid and binding obligation, agreements of Parent enforceable against the Buyer each of them in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary power Seller and the Stockholder have full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the transactions contemplated hereby (the "Contemplated Transactions"). The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Contemplated Transactions have been duly and validly authorized by Seller and approved by all necessary corporate or other action on the part of the Buyer Stockholder and no other corporate or other proceedings on the part of Seller or the Buyer and no stockholder votes are Stockholder (or any other person) is necessary to authorize the execution and delivery by Seller and the Stockholder of this Agreement, the other Transaction Documents to which it is party Agreement or the performance or consummation by the Buyer of the Contemplated Transactions. The Buyer consideration to be received by Seller represents the fair value of the Purchased Assets to be transferred to Buyer. This Agreement has been duly and validly executed and delivered this Agreementby Seller and the Stockholder, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and by the other Transaction Documents, this Agreement and parties hereto) constitutes the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligation, agreement of such party enforceable against the Buyer such party in accordance with its termsterms except as such obligations and their enforceability may be limited by bankruptcy, insolvency reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer XXX has all necessary full power and authority to execute and deliver this Agreement each Transaction Document to which they are or, at Closing, will be, a party and to consummate the Contemplated Transactions. Following the approval of the boards of directors of XXX and the other shareholders of XXX with respect to the Contemplated Transactions, the execution, delivery and performance by XXX of each Transaction Documents Document and the consummation of the Contemplated Transactions to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is partyat Closing, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions will be, a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer XXX and no other corporate acts by or other proceedings on behalf of XXX are necessary or required to authorize the part execution, delivery and performance by XXX of each Transaction Document and the consummation of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents Contemplated Transactions to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreementor, and the other Transaction Documents to which it is party at Closing, will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this a party. This Agreement and the other Transaction Documents to which XXX is a party have been, duly and validly executed and delivered by XXX and (assuming the Buyer is party constitutes valid execution and delivery thereof by the other parties thereto) constitutes, or will constitute will, at the Buyer’s Closing, constitute, as the case may be, the legal, valid and binding obligation, agreements of XXX enforceable against the Buyer it in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary power Following approval of the Shareholders of the Company, the Company will have full power, capacity and authority to execute and deliver this Agreement and the other Transaction Documents each document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at Closing, will be, a party (the "Transaction Documents") and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution execution, delivery and delivery performance by the Buyer Company of this Agreement and the other each Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein Document and the consummation by the Buyer of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer Company and no other corporate acts by or other proceedings on the part behalf of the Buyer and no stockholder votes are Company will be necessary or required to authorize this Agreementthe execution, delivery and performance by the other Company of each Transaction Documents Document and the consummation of the Contemplated Transactions to which it is party or the performance or consummation by the Buyer of the Transactionsor, at Closing, will be, a party. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this This Agreement and the other Transaction Documents to which the Buyer Company is a party constitutes or have been duly and validly executed and delivered by the Company and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the Buyer’s legal, valid and binding obligation, agreements of the Company enforceable against the Buyer Company in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Parent has all necessary the requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and comply with each of (b) carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Buyer Parent of this Agreement and the other Transaction Documents Agreements to which it each of them is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer Parent of the Transactions have been duly and validly authorized and approved by all necessary requisite corporate or other action on the part of the Buyer Parent, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Parent are necessary to authorize this Agreement, Agreement or the other Transaction Documents Agreements to which it each of them is a party or to consummate the performance or consummation by the Buyer transactions contemplated thereby, other than approval of the TransactionsParent Stockholder Matters. The Buyer has This Agreement and the other Transaction Agreements to which Parent is a party have been duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Parent and, assuming the due and valid authorization, approval, execution and delivery hereof and thereof by the Selling Entities of this Agreement other Parties hereto and the other Transaction Documentsthereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligationobligations of Parent, enforceable against the Buyer Parent in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. The Buyer Subject to the receipt of the Company Stockholder Approval, the Company has all necessary requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is a party, and each ancillary document that the Company has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and comply with each of its (b) carry out the Company’s obligations hereunder and thereunder and to consummate the TransactionsTransactions (including the Starship Merger). The execution and delivery by the Buyer Company of this Agreement and the other Transaction Documents Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Company of the Transactions (including the Starship Merger) have been duly and validly authorized and approved by all necessary corporate or other requisite action on the part of the Buyer Company (including the approval by its board of directors and, following receipt of the approval of the stockholders of the Company as required by the DGCL, the stockholders of the Company), and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Company are necessary to authorize this Agreement, Agreement or to consummate the Transactions. This Agreement and the other Transaction Documents Agreements to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has have been duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Company and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction DocumentsParties, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligationobligations of the Company, enforceable against the Buyer Company in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. The Buyer has all necessary full power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at the Closing, will be a party and to consummate the Contemplated Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it Buyer is partyor, at the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions Closing, will be a party have been duly and validly authorized and approved by all necessary corporate or other action on the part board of the Buyer directors thereof and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize the execution and delivery by Buyer of this AgreementAgreement or the consummation of the Contemplated Transactions to which it is or, at the Closing, will be a party. This Agreement has been and, at the Closing, the other Transaction Documents to which it Buyer is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been duly and validly executed and delivered this Agreement, by Buyer and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party parties thereto) constitutes or will at the Closing constitute the Buyer’s legal, valid and binding obligationagreement of Buyer, enforceable against the Buyer in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby, provided the Purchaser Meeting Proposal (as defined herein) is approved as required by the Purchaser Stockholders at the Purchaser Stockholders' Meeting (as defined herein) pursuant to its certificate of incorporation, bylaws and the Delaware General Corporation Law (the "Purchaser Stockholder Approval"). The execution and delivery by the Buyer of this Agreement and the each other Transaction Documents Document to which it is party, the performance and compliance a party by the Buyer with each of its obligations herein and therein Purchaser and the consummation by the Buyer Purchaser of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or action (other action on the part of the Buyer than Purchaser Stockholder Approval), and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Purchaser are necessary to authorize this Agreement, the Agreement or any other Transaction Documents Document to which the Purchaser is a party or to consummate such transactions. This Agreement has been, and each other Transaction Document to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is a party will be be, duly executed and delivered by the Buyer and, assuming Purchaser. Assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement Company and the other Transaction DocumentsShareholders, this Agreement constitutes, and the each other Transaction Documents Document to which the Buyer it is a party constitutes or will constitute the Buyer’s constitute, legal, valid and binding obligationobligations of the Purchaser, enforceable against the Buyer Purchaser in accordance with its their respective terms, subject except to the Enforceability Exceptionsextent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors' rights generally or by general equitable principles.

Authority Relative to this Agreement. The Buyer Seller has all necessary power full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document (as defined herein) to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the TransactionsAcquisition. The execution execution, delivery and delivery performance by the Buyer Seller of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Seller of the Transactions Acquisition have been duly and validly authorized by the supervisory board and approved by all necessary corporate or other action on the part shareholders of the Buyer Seller, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Seller or any of the Companies (or any other Person excluding the Purchaser) are necessary to authorize the execution and delivery by the Seller of this Agreement, the Agreement or any other Transaction Documents to which it is a party or the performance or consummation by the Buyer of the TransactionsAcquisition. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this This Agreement and the other Transaction Documents to which the Buyer Seller is a party constitutes or will have been duly and validly executed and delivered by the Seller and (assuming the valid execution and delivery thereof by the other parties thereto) constitute the Buyer’s legal, valid and binding obligationagreements of the Seller, enforceable against the Buyer it in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws (as defined herein) affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Each of the Companies and the Shareholders has all necessary requisite corporate right, power and authority or legal capacity, as applicable, to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution and delivery by of the Buyer of this Agreement and the other Transaction Documents to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein thereunder and the consummation by the Buyer of the Contemplated Transactions have been duly and validly authorized and approved by all necessary required corporate or other action on the part of the Buyer Companies and the Shareholders and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Companies or the Shareholders are necessary to authorize this Agreementthe Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will be, duly and validly executed and delivered by each of the Companies and the Shareholders and, assuming this AgreementAgreement has been, and each of the other Transaction Documents to which it is a party will be be, duly authorized, executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documentsparties thereto, this Agreement constitutes, and each of the other Transaction Documents to which the Buyer it is a party constitutes or will constitute the Buyer’s constitute, a legal, valid and binding obligationobligation of each of the Companies and the Shareholders, enforceable against the Buyer it in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Enforceability Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary Each of Parent and the Merger Subs have the requisite power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and comply with each of (ii) carry out its obligations hereunder and thereunder and and, to consummate the TransactionsTransactions (including the Mergers). The execution and delivery by Parent and the Buyer Merger Subs of this Agreement and the other Transaction Documents Agreements to which it each of them is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by Parent and the Buyer Merger Subs of the Transactions (including the Mergers) have been duly and validly authorized and approved by all necessary corporate or other limited liability company action on the part of each of Parent and the Buyer Merger Subs, and no other corporate or other proceedings on the part of Parent or the Buyer and no stockholder votes Merger Subs are necessary to authorize this Agreement, Agreement or the other Transaction Documents Agreements to which it each of them is a party or to consummate the performance or consummation by the Buyer transactions contemplated thereby, other than approval of the TransactionsParent Stockholder Matters (the “Parent Stockholder Approval”). The Buyer has This Agreement and the other Transaction Agreements to which each of them is a party have been duly and validly executed and delivered this Agreement, by Parent and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Merger Subs and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities other Parties, constitute the legal and binding obligations of this Agreement Parent and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationMerger Subs (as applicable), enforceable against Parent and the Buyer Merger Subs (as applicable) in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. The Buyer has all necessary full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents agreements ancillary thereto (the "Ancillary Agreements") to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or action by the Board of Directors of Buyer, and no other action on the part of the Board of Directors of Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary is required to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which it is a party or and the performance or consummation by the Buyer of the Transactionstransactions contemplated hereby and thereby. The This Agreement and the Ancillary Agreements to which Buyer has is a party have been or will be, as applicable, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery hereof by the Selling Entities of this Agreement and the other Transaction DocumentsCompany, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s constitute, as applicable, a legal, valid and binding obligation, obligation of Buyer enforceable against the Buyer in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Enforceability Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. The Buyer Each of the Buyers has all necessary power and authority to execute and deliver this Agreement and each of the other Transaction Related Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the each Buyer of this Agreement and each of the other Transaction Related Documents to which it is a party, the performance and compliance by the each Buyer with each of its obligations herein under this Agreement and therein each of the Related Documents to which it is a party, and the consummation by the each Buyer of the Transactions transactions contemplated by this Agreement and each of the Related Documents to which it is a party have been duly and validly authorized and approved by all necessary corporate or action and no other action proceedings are necessary on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary Buyers to authorize this Agreement, the other Transaction Documents to which it is party Agreement or the performance or consummation by the Buyer any of the TransactionsRelated Documents or to consummate the transactions contemplated hereby or thereby. The Buyer This Agreement and each of the Related Documents has been (or, when executed and delivered, will have been) duly and validly executed and delivered this Agreementby each Buyer, and to the other Transaction Documents to which it extent each is a party will be duly executed and delivered by the Buyer thereto, and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties hereto or thereto, constitutes the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationobligation of each Buyer, to the extent each is a party thereto, enforceable against the such Buyer in accordance with its terms, subject except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and by equitable principles to which the Enforceability Exceptionsremedies of specific performance and injunctive and similar forms of relief are subject.

Authority Relative to this Agreement. The Buyer has all necessary power Seller and the Stockholder each have full corporate power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it each is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the Transactionstransactions contemplated hereby and thereby (the "CONTEMPLATED TRANSACTIONS"). The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Contemplated Transactions have been duly and validly authorized by Seller and approved by all necessary corporate or other action on the part of the Buyer Stockholder and no other corporate or other proceedings on the part of Seller or the Buyer and no stockholder votes are Stockholder (or any other person) is necessary to authorize the execution and delivery by Seller and the Stockholder of this Agreement, the other Transaction Documents to which it is party Agreement or the performance or consummation by the Buyer of the Contemplated Transactions. The Buyer consideration to be received by Seller represents the fair value of the Purchased Assets to be transferred to Buyer. This Agreement has been duly and validly executed and delivered this Agreementby Seller and the Stockholder, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and by the other Transaction Documents, this Agreement and parties hereto) constitutes the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligation, agreement of such parties enforceable against the Buyer such parties in accordance with its termsterms except as such obligations and their enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Each Company has all necessary requisite corporate or similar power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution and delivery by of the Buyer of this Agreement and the other Transaction Documents to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein thereunder and the consummation by the Buyer of the Contemplated Transactions have been duly and validly authorized and approved by all necessary required corporate or other action on the part of the Buyer each Company and no other corporate or other proceedings on the part of the Buyer and no stockholder votes either Company are necessary to authorize this Agreementthe Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will be, duly and validly executed and delivered by each Company and, assuming this AgreementAgreement has been, and each of the other Transaction Documents to which it is a party will be be, duly authorized, executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documentsparties thereto, this Agreement constitutes, and each of the other Transaction Documents to which the Buyer it is a party constitutes or will constitute the Buyer’s constitute, a legal, valid and binding obligationobligation of each Company, enforceable against the Buyer it in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Enforceability Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. (a) The Buyer Company has all necessary requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is a party, and each ancillary document that the Company has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and comply with each of its (b) carry out the Company’s obligations hereunder and thereunder and to consummate the TransactionsTransactions to which it is a party. The execution and delivery by the Buyer Company of this Agreement and the other Transaction Documents Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Company of the Transactions to which it is a party have been duly and validly authorized and approved by all necessary corporate or other requisite action on the part of the Buyer Company, and, except for receipt of the approval of the Company Shareholder as required by the Companies Act and the approvals described in Section 4.6(b), no other corporate or other proceedings on the part of the Buyer and no stockholder votes Company are necessary to authorize this Agreement, Agreement or to consummate the other Transaction Documents Transactions to which it is a party. This Agreement and the other Transaction Agreements to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has have been duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Company and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction DocumentsParties, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligationobligations of the Company, enforceable against the Buyer Company in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. (a) The Buyer Company has all necessary requisite corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is party, a party and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and comply with each of its (ii) carry out the Company’s obligations hereunder and thereunder and to consummate the TransactionsTransactions to which it is a party. The execution and delivery by the Buyer Company of this Agreement and the other Transaction Documents Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Company of the Transactions to which it is a party have been duly and validly authorized and approved by all necessary corporate or other requisite action on the part of the Buyer Company, and, except for receipt of the Company Shareholder Approval and the approvals described in Section 4.7(b), no other corporate or other company proceedings on the part of the Buyer and no stockholder votes Company are necessary to authorize this Agreement, Agreement or to consummate the other Transaction Documents Transactions to which it is a party. This Agreement and the other Transaction Agreements to which it is a party have been (or the performance or consummation by the Buyer of the Transactions. The Buyer has will be) duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Company and, assuming the due and valid authorization, approval, execution and delivery hereof and thereof by the Selling Entities of this Agreement and the other Transaction DocumentsPersons parties hereto or thereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes constitute (or will constitute constitute, upon execution thereof, as applicable) the Buyer’s legal, valid legal and binding obligationobligations of the Company, enforceable against the Buyer Company in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. The Buyer has all necessary power At the Closing, the Company will have full power, capacity and authority to execute and deliver this Agreement and the other each Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution execution, delivery and delivery performance by the Buyer Company and Seller of this Agreement and the other each Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein Document and the consummation by the Buyer of the Contemplated Transactions to which the Company and/or Seller are, or at Closing, will be, a party will have been duly and validly authorized by the Company and approved by all necessary corporate or other action on the part of the Buyer Seller and no other corporate acts by or other proceedings on the part behalf of the Buyer and no stockholder votes are Company or Seller will be necessary or required to authorize this Agreementthe execution, delivery and performance by each of the other Company and Seller of each Transaction Documents Document and the consummation of the Contemplated Transactions to which it it, he or she, is party or the performance or consummation by the Buyer of the Transactionsor, at Closing, will be, a party. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this This Agreement and the other Transaction Documents to which the Buyer Company or Seller is a party constitutes have been duly and validly executed and delivered by the Company or Seller, respectively, and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the Buyer’s legal, valid and binding obligationagreements of the Company and Seller, respectively, enforceable against the Buyer Company and Seller in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary power At the Closing, ACC will have full power, capacity and authority to execute and deliver this each document related to the transactions contemplated herein (such transactions are referred to herein as the “Contemplated Transactions” and such documents are referred to herein as the “Transaction Documents”) to which it is or, at Closing, will be, a party and to consummate the Contemplated Transactions. The execution, delivery and performance by ACC of each Transaction Document and the consummation of the Contemplated Transactions to which ACC and/or Shareholders are, or at Closing, will be, a party will have been duly and validly authorized by ACC and no other acts by or on behalf of ACC or Shareholder will be necessary or required to authorize the execution, delivery and performance by ACC and Shareholders of each Transaction Document and the consummation of the Contemplated Transactions to which it, he or she, is or, at Closing, will be, a party. This Agreement and the other Transaction Documents to which it ACC is party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreementby ACC and Shareholders, respectively, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or parties thereto) will constitute the Buyer’s legal, valid and binding obligationagreements of ACC and Shareholders, respectively, enforceable against the Buyer ACC and Shareholders in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Each Seller has all necessary power full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which he or it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution and delivery by the Buyer of this Agreement and the consummation of the Contemplated Transactions to which such Seller is a party have been duly and validly authorized by each Seller and no other proceedings on the part of the Company are necessary to authorize the execution and delivery by such Seller of this Agreement or the consummation of the Contemplated Transactions to which such Seller is a party. This Agreement and the other Transaction Documents to which it such Seller is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreementby each Seller, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will parties thereto) constitute the Buyer’s legal, valid and binding obligation, agreements of such Seller enforceable against the Buyer such Seller in accordance with its terms, their respective terms except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary power At the Closing, OFH will have full power, capacity and authority to execute and deliver this each Transaction Document to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance by OFH and the Stakeholders of each Transaction Document and the consummation of the Contemplated Transactions to which OFH and/or the Stakeholders are, or at Closing, will be, a party will have been duly and validly authorized by OFH and The Stakeholders and no other acts by or on behalf of OFH or the Stakeholders will be necessary or required to authorize the execution, delivery and performance by each of OFH and the Stakeholders of each Transaction Document and the consummation of the Contemplated Transactions to which it or he is or, at Closing, will be, a party. This Agreement and the other Transaction Documents to which it OFH or the Stakeholders is party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreementby OFH or the Stakeholders, respectively, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or parties thereto) will constitute the Buyer’s legal, valid and binding obligationagreements of OFH and the Stakeholders, respectively, enforceable against OFH and the Buyer Stakeholders in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Each Seller has all necessary power requisite power, authority and authority legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by such Seller in connection with the other Transaction Documents to which it is partytransactions contemplated by this Agreement (the “Seller Documents”), to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated by this Agreement. The execution Other than obtaining the Requisite Approvals, the execution, delivery and delivery by the Buyer performance of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein the Seller Documents and the consummation by the Buyer of the Transactions transactions contemplated by this Agreement have been duly and validly authorized and approved by all necessary required corporate or other action on the part of the Buyer and no each Seller. No other corporate or other proceedings proceeding on the part of the Buyer and no stockholder votes are a Seller is necessary to authorize this Agreement and the Seller Documents and the transactions contemplated by this Agreement, other than obtaining the other Transaction Documents to which it is party or the performance or consummation by the Buyer Requisite Approvals. This Agreement has been, and each of the Transactions. The Buyer has Seller Documents will be at or prior to the Closing, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is by each Seller party will be duly executed and delivered by the Buyer and, assuming the thereto. Assuming due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement by the Buyer and receipt of the other Transaction DocumentsRequisite Approvals, this Agreement constitutes, and each of the other Transaction Seller Documents to which the Buyer is party constitutes or when so executed and delivered will constitute the Buyer’s constitute, legal, valid and binding obligationobligations of each Seller party thereto, enforceable against the Buyer such Seller in accordance with its their respective terms, subject except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally or general principles of equity.

Authority Relative to this Agreement. The Buyer Each of the Buyers has all necessary power and authority to execute and deliver this Agreement and each of the other Transaction Related Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by each of the Buyer Buyers of this Agreement and each of the other Transaction Related Documents to which it is a party, the performance and compliance by each of the Buyer with each Buyers of its obligations herein under this Agreement and therein each of the Related Documents to which it is a party, and the consummation by the Buyer each of the Transactions Buyers of the transactions contemplated by this Agreement and each of the Related Documents to which it is a party, have been duly and validly authorized and approved by all necessary corporate or other partnership action on the part of the Buyer and no other corporate or other partnership proceedings on the part of the Buyer and no stockholder votes Buyers are necessary to authorize this Agreement, the other Transaction Documents to which it is party Agreement or the performance or consummation by the Buyer any of the TransactionsRelated Documents or to consummate the transactions contemplated hereby or thereby. The Buyer This Agreement and each of the Related Documents has been (or, when executed and delivered, will have been) duly and validly executed and delivered this Agreementby each of the Buyers, and to the other Transaction Documents to which it extent each is a party will be duly executed and delivered by the Buyer thereto, and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties hereto or thereto, constitutes the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationobligation of such Buyer, enforceable against the such Buyer in accordance with its terms, subject except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors' rights generally and by equitable principles to which the Enforceability Exceptionsremedies of specific performance and injunctive and similar forms of relief are subject.

Authority Relative to this Agreement. The Buyer Company has all necessary full power and authority to execute and deliver this Agreement and the other Transaction Documents agreements of which forms are attached as exhibits hereto (the “Ancillary Agreements”) to which it the Company is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer Company of this Agreement and the other Transaction Documents Ancillary Agreements to which it the Company is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer Company of the Transactions transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized and approved by all necessary corporate or other action of the Company and no further action is required on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary Company to authorize this Agreement, Agreement or the other Transaction Documents Ancillary Agreements to which it the Company is a party or the performance or consummation by the Buyer of the Transactionstransactions contemplated hereby or thereby. The Buyer has This Agreement and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Company and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement other parties hereto and the other Transaction Documentsthereto, this Agreement and the other Transaction Documents to which the Buyer is party each constitutes or will constitute the Buyer’s upon such due execution and delivery constitute, as applicable, a legal, valid and binding obligation, obligation of the Company enforceable against the Buyer Company in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Each of Buyer and Parent has all necessary full power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at the Closing, will be a party and to consummate the Contemplated Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it is party, the performance and compliance by the Buyer with each of its obligations herein Buyer and therein and Parent is or, at the consummation by the Buyer of the Transactions Closing, will be a party have been duly and validly authorized and approved by all necessary corporate or other action on the part board of the Buyer directors thereof and no other corporate or other proceedings on the part of the Buyer and no stockholder votes or Parent are necessary to authorize the execution and delivery by Buyer and Parent of this AgreementAgreement or the consummation of the Contemplated Transactions to which either is a party. This Agreement has been and, at the Closing, the other Transaction Documents to which it each of Buyer and Parent is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been duly and validly executed and delivered this Agreement, by Buyer and the other Transaction Documents to which it is party will be duly executed Parent and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party parties thereto) constitutes or will constitute at the Buyer’s Closing constitute, as the case may be, the legal, valid and binding obligationagreement of Buyer and Parent, enforceable against Buyer or Parent, as the Buyer case may be, in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Each of Buyer and Parent has all necessary power full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the Contemplated Transactions. The execution execution, delivery and delivery by the Buyer performance of this Agreement and the other each Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein Document and the consummation by the Buyer of the Contemplated Transactions to which each of Buyer and/or Parent is a party have been duly and validly authorized and approved by all necessary corporate or other action on the part board of the Buyer directors thereof and no other corporate or other proceedings on the part of the Buyer and no stockholder votes and/or Parent are necessary or required to authorize this Agreementthe execution, delivery and performance by each of Buyer and/or Parent of each Transaction Document or the other Transaction Documents consummation of the Contemplated Transactions to which it is party or the performance or consummation by the Buyer of the Transactionsa party. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this This Agreement and the other Transaction Documents to which Buyer and/or Parent is a party have been, duly and validly executed and delivered by Buyer and/or Parent, and (assuming the Buyer is party valid execution and delivery thereof by the other parties thereto) constitutes or will constitute the Buyer’s legal, valid and binding obligationagreements of Buyer and/or Parent, enforceable against the Buyer and/or Parent in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer It has all necessary the full corporate power and authority to execute and deliver this Agreement and the all other Transaction Documents agreements and instruments contemplated hereby or related hereto to which be executed and delivered by it is party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the all other Transaction Documents agreements and instruments contemplated hereby or related hereto to which it is partybe executed and delivered by it, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action by it including, without limitation, any vote, consent or other action on the part approval of the Buyer and no other corporate any stockholder of any Assignor that may be required by applicable law or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents any agreement to which it is party a party. This Agreement has been duly executed and delivered by each Assignor and this Agreement and all other agreements and instruments contemplated hereby or the performance related hereto to be executed and delivered by any Assignor have been or consummation by the Buyer of the Transactions. The Buyer has will be duly and validly executed and delivered this Agreement, and the other Transaction Documents to which by it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities that each of this Agreement and the such other Transaction Documents, this Agreement agreements and the other Transaction Documents instruments contemplated hereby or related hereto executed or to which the Buyer is party be executed by Assignee constitutes or will constitute the Buyer’s a legal, valid and binding obligationagreement of Assignee, each of this Agreement and such other agreements and instruments constitutes or will constitute, when executed and delivered by it, its legal, valid and binding agreement, enforceable against the Buyer it in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity.

Authority Relative to this Agreement. The Buyer has all necessary and Parent have full power and authority to execute and deliver this Agreement and the other each Transaction Documents Document to which it is partythey are or, to perform and comply with each of its obligations hereunder and thereunder at Closing, will be, a party and to consummate the Contemplated Transactions. The execution and delivery by Following the Buyer approval of this Agreement and the other Transaction Documents shareholders of the Parent with respect to which it is partythe Contemplated Transactions, the execution, delivery and performance by Buyer and compliance by the Buyer with Parent of each of its obligations herein and therein Transaction Document and the consummation by the Buyer of the Contemplated Transactions to which they are or, at Closing, will be, a party have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer and Parent and no other corporate acts by or other proceedings on behalf of Buyer or Parent are necessary or required to authorize the part execution, delivery and performance by Buyer and Parent of each Transaction Document and the consummation of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Documents Contemplated Transactions to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreementthey are or, and the other Transaction Documents to which it is party at Closing, will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this a party. This Agreement and the other Transaction Documents to which Buyer and Parent are a party have been, duly and validly executed and delivered by Buyer and Parent and (assuming the Buyer is party constitutes valid execution and delivery thereof by the other parties thereto) constitutes, or will constitute will, at the Buyer’s Closing, constitute, as the case may be, the legal, valid and binding obligation, agreements of Buyer and Parent enforceable against the Buyer each of them in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer DSSI has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Buyer of under this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents to which DSSI is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate or other action on the part board of directors of DSSI, DSSI has delivered to Endan duly adopted resolutions of its Board of Directors authorizing the Buyer same, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes DSSI are necessary to authorize this Agreement, Agreement or any of the other Transaction Documents to which it is a party or to consummate the performance or consummation by the Buyer transactions contemplated hereby and thereby. This Agreement and each of the Transactions. The Buyer has other Transaction Documents to which DSSI is a party have been (in the case of this Agreement) or shall be (in the case of the other Transaction Documents) duly and validly executed and delivered this Agreement, by DSSI and the other Transaction Documents to which it is party constitute or will be duly executed and delivered by the Buyer andconstitute, assuming the due and valid authorization, approval, execution and delivery hereof by the Selling Entities of this Agreement and other parties thereto, the other Transaction Documentsvalid, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligation, agreements of DSSI enforceable against the Buyer DSSI in accordance with its their respective terms, subject to the Enforceability Exceptionsany 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. The Buyer Company has all necessary requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is a party, to perform ; and comply with each of its (b) carry out the Company’s obligations hereunder and thereunder and to consummate the Transactions, in each case, subject to the consents, approvals, authorizations and other requirements described in Section 5.05. The execution and delivery by the Buyer Company of this Agreement and the other Transaction Documents Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Company of the Transactions have been duly and validly authorized and approved by all necessary corporate or requisite action, including approval by the board of managers of the Company and the Seller Approval and Waiver, and no other action limited liability company proceeding on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are Company is necessary to authorize this Agreement, the other Transaction Documents to which it is party or the performance or consummation by the Buyer of Agreements and the Transactions. The Buyer has This Agreement and the other Transaction Agreements executed and delivered by the Company as of the date hereof have been, and the other Transaction Agreements executed and delivered by the Company at or prior to the Closing shall be, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, Company and (assuming the due and valid authorization, approval, execution and delivery hereof and thereof by the Selling Entities of this Agreement other parties hereto and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will thereto) constitute the Buyer’s legal, valid and binding obligationobligation of the Company, enforceable against the Buyer Company in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Legal Requirements affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the Enforceability Exceptions“Remedies Exception”).

Authority Relative to this Agreement. The Buyer Purchaser has all necessary the corporate power and authority to execute execute, deliver and deliver perform this Agreement and the other Transaction Operative Documents to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the Transactionstransactions contemplated hereby and thereby. USC has the corporate power and authority to execute, deliver and perform the Pledge Agreement and to consummate the transactions contemplated thereby. The execution and delivery by Purchaser and USC of the Buyer of this Agreement and the other Transaction Operative Documents to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors of Purchaser and approved by all necessary corporate or other action on the part of the Buyer USC, respectively, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Purchaser or USC are necessary to authorize this Agreement, the other Transaction Documents to which it is party or the performance or consummation by the Buyer of the Transactionswith respect thereto. The Buyer This Agreement has been duly and validly executed and delivered this Agreement, by Purchaser and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s a legal, valid and binding obligationobligation of Purchaser, enforceable against the Buyer it in accordance with its terms, subject except as enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar laws affecting enforcement of creditors' rights generally. The Pledge Agreement, when executed and delivered by USC, will constitute a legal, valid and binding obligation of USC, enforceable against USC in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium or other similar laws affecting enforcement of creditors' rights generally. As of the date hereof, to Purchaser's knowledge and except as contemplated by this Agreement, Purchaser is not prohibited by any Tribunal or Contract or Agreement from acquiring the Enforceability ExceptionsCompany.

Authority Relative to this Agreement. The Buyer Parent has all necessary the requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and comply with each of (b) carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Buyer Parent of this Agreement and the other Transaction Documents Agreements to which it Parent is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer Parent of the Transactions have been duly and validly authorized and approved by all necessary requisite corporate or other action on the part of the Buyer Parent, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Parent are necessary to authorize this Agreement, Agreement or the other Transaction Documents Agreements to which it Parent is a party or to consummate the performance or consummation by the Buyer transactions contemplated thereby, other than approval of the TransactionsParent Shareholder Matters. The Buyer has This Agreement and the other Transaction Agreements to which Parent is a party have been duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Parent and, assuming the due and valid authorization, approval, execution and delivery hereof and thereof by the Selling Entities of this Agreement other Parties hereto and the other Transaction Documentsthereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligationobligations of Parent, enforceable against the Buyer Parent in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. The Buyer has all necessary full power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at the Closing, will be a party and to consummate the Contemplated Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it Buyer is partyor, at the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions Closing, will be a party have been duly and validly authorized and approved by all necessary corporate or other action on the part board of the Buyer directors thereof and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize the execution and delivery by Buyer of this AgreementAgreement or the consummation of the Contemplated Transactions to which it is or, at the Closing, will be a party. This Agreement has been and, at the Closing, the other Transaction Documents to which it Buyer is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been duly and validly executed and delivered this Agreement, by Buyer and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party parties thereto) constitutes or will constitute at the Buyer’s Closing constitute, as the case may be, the legal, valid and binding obligationagreement of Buyer, enforceable against the Buyer in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary and Parent have full power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at the Closing, will be a party and to consummate the Contemplated Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it Buyer or Parent is partyor, at the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions Closing, will be a party have been duly and validly authorized and approved by all necessary corporate or other action on the part board of the Buyer directors thereof and no other corporate or other proceedings on the part of the Buyer and no stockholder votes or Parent are necessary to authorize the execution and delivery by Buyer or Parent of this AgreementAgreement or the consummation of the Contemplated Transactions to which it is a party. This Agreement has been and, at the Closing, the other Transaction Documents to which it Buyer or Parent is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been duly and validly executed and delivered this Agreement, by Buyer and the other Transaction Documents to which it is party will be duly executed Parent and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party parties thereto) constitutes or will constitute at the Buyer’s Closing constitute, as the case may be, the legal, valid and binding obligationagreement of Buyer and Parent, enforceable against Buyer or Parent, as the Buyer case may be, in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Each Seller has all necessary power requisite power, authority and authority to execute legal capacity to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Ancillary Agreements to which it such Seller is a party, to perform and comply with each of (b) carry out its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer each Seller of this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer each Seller of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or other limited liability company action on the part of the Buyer each Seller, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are either Seller is necessary to authorize this Agreement, Agreement or the other Transaction Documents Ancillary Agreements to which it is a party or to consummate the performance or consummation by transactions contemplated thereby. This Agreement and the Buyer of the Transactions. The Buyer has other Ancillary Agreements to which each Seller is a party have been duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer such Seller and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction DocumentsParties hereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligationobligations of each Seller, enforceable against the Buyer each Seller in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. The Buyer Purchaser has all necessary power full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document (as defined herein) to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the Transactions. Acquisition (including the issuance of the Acquisition Shares and the Pledged Shares).. The execution execution, delivery and delivery performance by the Buyer Purchaser of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Purchaser of the Transactions Acquisition (including the issuance of the Acquisition Shares and the Pledged Shares) have been duly and validly authorized and approved by all necessary corporate or other action on the part board of directors of the Buyer Purchaser, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Purchaser are necessary to authorize the execution and delivery by the Purchaser of this Agreement, the Agreement or any other Transaction Documents to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreement, 16 Acquisition (including the issuance of the Acquisition Shares and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this Pledged Shares). This Agreement and the other Transaction Documents to which the Buyer Purchaser is a party constitutes or will have been duly and validly executed and delivered by the Purchaser, and (assuming the valid execution and delivery thereof by the other parties thereto) constitute the Buyer’s legal, valid and binding obligationagreements of the Purchaser, enforceable against the Buyer it in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws (as defined herein) affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Company and each Seller has all necessary power full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it the Company and each Seller is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions a party have been duly and validly authorized and approved by all necessary corporate the Company or other action on the part of the Buyer such Seller and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Company or such Seller (or any other person) are necessary to authorize the execution and delivery by the Company or such Seller of this AgreementAgreement or to authorize the consummation of the Contemplated Transactions to which the Company or such Seller is a party. This Agreement has been, and at the Closing, the other Transaction Documents to which it the Company and each Seller is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been, duly and validly executed and delivered this Agreementby the Company or such Seller, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction DocumentsBuyer) constitutes, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute at the Buyer’s Closing constitute, the legal, valid and binding obligation, agreements of the Company or such Seller enforceable against the Buyer Company or such Seller in accordance with its terms, their respective terms except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer Parent and Merger Sub of this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or action of Parent and Merger Sub, and no other corporate action on the part of the Buyer and no other corporate Parent or other proceedings on the part of the Buyer and no stockholder votes are necessary Merger Sub is required to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which it is a party or and the performance or consummation by the Buyer Parent and Merger Sub of the Transactionstransactions contemplated hereby and thereby. The Buyer has This Agreement and the Ancillary Agreements to which Parent and Merger Sub is a party have been or will be, as applicable, duly and validly executed and delivered this Agreementby Parent and Merger Sub, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer as applicable, and, assuming the due and valid authorization, approval, execution and delivery hereof by the Selling Entities of this Agreement and Company and/or the other Transaction Documentsparties thereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s constitute, as applicable, a legal, valid and binding obligationobligation of Parent and Merger Sub, as applicable, enforceable against the Buyer Parent and Merger Sub in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Buyer Subject to the receipt of the GXXX Shareholder Approval, each GXXX Party has all necessary the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and comply with each of (b) carry out its obligations hereunder and thereunder and to consummate the Transactionsapplicable Transactions (including the Merger). The execution and delivery by the Buyer each GXXX Party of this Agreement and the other Transaction Documents Agreements to which it is a party, and, following the performance and compliance by receipt of the Buyer with each of its obligations herein and therein and GXXX Shareholder Approval, the consummation by the Buyer each GXXX Party of the applicable Transactions (including the Merger) have been duly and validly authorized and approved by all necessary requisite corporate or other action on the part of the Buyer such GXXX Party, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes such Person are necessary to authorize this Agreement, Agreement or the other Transaction Documents Agreements to which it is a party or to consummate the performance or consummation by transactions contemplated hereby and thereby. This Agreement and the Buyer of the Transactions. The Buyer has other Transaction Agreements to which each GXXX Party is a party have been duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer such GXXX Party and, assuming the due and valid authorization, approval, execution and delivery hereof and thereof by the Selling Entities of this Agreement and the other Transaction DocumentseLMTree Parties, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligation, obligations of such GXXX Party enforceable against the Buyer it in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. The Buyer has all necessary ------------------------------------ Purchaser and the Parent have the full power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the Contemplated Transactions. The execution execution, delivery and delivery performance by the Buyer Purchaser and the Parent of this Agreement and the other Transaction Documents to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer them of the Transactions Contemplated Transactions, have been duly and validly authorized and approved by all necessary corporate or other action on the part each of the Buyer Purchaser's and the Parent's board of directors, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Purchaser or the Parent are necessary to authorize the execution and delivery by the Purchaser and the Parent of this Agreement, Agreement or the other Transaction Documents to which it the Purchaser or Parent is a party or the performance or consummation by the Buyer of the TransactionsContemplated Transaction. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this This Agreement and the other Transaction Documents to which the Buyer Purchaser or the Parent is a party constitutes have been duly and validly executed and delivered by the Purchaser or will the Parent, and (assuming the valid execution and delivery thereof by the other parties thereto) constitute the Buyer’s legal, valid and binding obligationagreements of the Purchaser and the Parent, enforceable against the Buyer Purchaser and the Parent in accordance with its their respective terms, except such obligations and their enforceability may be limited by applicable bankruptcy or other similar laws affecting the enforcement of creditors' rights generally and except for the availability of equitable remedies subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Seller has all necessary power full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at the Closing, will be, a party and to consummate the Contemplated Transactions. The execution execution, delivery and delivery by the Buyer performance of this Agreement and the other each Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein Document and the consummation by the Buyer of the Contemplated Transactions to which Seller is or, at the Closing, will be, a party have been duly and validly authorized by Seller, and approved by all necessary corporate or no other action acts on the part of Seller (or any other person, except as provided in Section 2.2) are necessary or required to authorize the Buyer execution, delivery and no other corporate performance by Seller of each Transaction Document or other proceedings on the part consummation of the Buyer and no stockholder votes are necessary Contemplated Transactions to authorize this Agreementwhich Seller is, or at the Closing will be, a party. This Agreement has been and, at the Closing, the other Transaction Documents to which it Seller is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been, duly and validly executed and delivered this Agreementby Seller, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties thereto) constitute or will, at the other Transaction DocumentsClosing, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationagreements of Seller, enforceable against the Buyer Seller in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at Law or in equity).

Authority Relative to this Agreement. The Buyer Seller has all necessary requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is a party, and each ancillary document that the Seller has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and comply with each of its (b) carry out the Seller’s obligations hereunder and thereunder and to consummate the TransactionsTransactions (including the Mergers). The execution and delivery by the Buyer Seller of this Agreement and the other Transaction Documents Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Seller of the Transactions (including the Mergers) have been duly and validly authorized and approved by all necessary corporate or other requisite action on the part of the Buyer Seller, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Seller are necessary to authorize this Agreement, Agreement or to consummate the Transactions. This Agreement and the other Transaction Documents Agreements to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has have been duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Seller and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction DocumentsParties, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligationobligations of the Seller, enforceable against the Buyer Seller in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. The Buyer Purchaser has all necessary ------------------------------------ full power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the Contemplated Transactions. The execution execution, delivery and delivery performance by the Buyer Purchaser of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer it of the Contemplated Transactions have been duly and validly authorized and approved by all necessary corporate or other action on the part Purchaser's board of the Buyer directors, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Purchaser are necessary to authorize the execution and delivery by Purchaser of this Agreement, Agreement or the other Transaction Documents to which it Purchaser is a party or the performance or consummation by the Buyer of the Contemplated Transactions. The Buyer This Agreement has been duly and validly executed and delivered this Agreementby Purchaser and constitutes, and the other Transaction Documents to which it Purchaser is a party will be duly when executed and delivered by the Buyer and, Purchaser will constitute (in each case assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties thereto), the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationagreement of Purchaser, enforceable against the Buyer Purchaser in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary full limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or other action on the part sole member of the Buyer and no other corporate or other limited liability company proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, Agreement or the other Transaction Documents Ancillary Agreements to which it is a party or to consummate the performance or consummation by transactions contemplated hereby and thereby. This Agreement and the Buyer of the Transactions. The Buyer has Ancillary Agreements to which it is a party have been duly and validly executed and delivered this Agreementby the Buyer, and assuming that this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationagreements of the Seller, subject to the receipt of the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, constitute valid and binding agreements of the Buyer, enforceable against the Buyer in accordance with its their terms, subject except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Enforceability Exceptionsenforcement of creditors' rights generally or general principles of equity.

Authority Relative to this Agreement. The Buyer has all necessary full limited ------------------------------------ liability company power and authority to execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or other action on the part sole member of the Buyer and no other corporate or other limited liability company proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, Agreement or the other Transaction Documents Ancillary Agreements to which it is a party or to consummate the performance or consummation by transactions contemplated hereby and thereby. This Agreement and the Buyer of the Transactions. The Buyer has Ancillary Agreements to which it is a party have been duly and validly executed and delivered this Agreementby the Buyer, and assuming that this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationagreements of the Seller, subject to the receipt of the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, constitute valid and binding agreements of the Buyer, enforceable against the Buyer in accordance with its their terms, subject except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Enforceability Exceptionsenforcement of creditors' rights generally or general principles of equity.

Authority Relative to this Agreement. The Buyer Each of Parent, Holdings and Merger Sub has all necessary full corporate power and authority to: (a) execute, deliver and perform this Agreement, and each ancillary document that Parent, Holdings or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (b) carry out Parent’s, Holdings’ and the other Transaction Documents to which it is party, to perform and comply with each of its Merger Sub’s obligations hereunder and thereunder and and, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer Parent, Holdings and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate or other action on the part of Parent, Holdings and Merger Sub (including the Buyer approval by their respective boards of directors), and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Parent, Holdings or Merger Sub are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby, other than the other Transaction Documents to which it is party or the performance or consummation by the Buyer approval of the Transactionsstockholders of Parent of the matters contained in the Merger Proxy/Prospectus. The Buyer This Agreement has been duly and validly executed and delivered this Agreementby Parent, Holdings and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Merger Sub and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties hereto, constitutes the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligationobligation of Parent, Holdings and Merger Sub, enforceable against the Buyer Parent, Holdings and Merger Sub in accordance with its terms, subject to except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the Enforceability Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Buyer Such Seller has all necessary power full ------------------------------------ power, capacity and authority to execute and deliver this Agreement and the other each Transaction Documents Document to which it is a party, to perform and comply with each of its his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution and delivery by of the Buyer of this Agreement and the other Transaction Documents to which it is party-------------------------- Documents, the performance of such Seller's obligations hereunder and compliance by the Buyer with each of its obligations herein and therein thereunder, and the consummation by the Buyer of the Contemplated Transactions to which such Seller is a party have been duly and validly authorized and approved by all necessary corporate or other action on the part members of the Buyer Company, and no other corporate Company proceedings (or proceedings of any other proceedings on the part of the Buyer and no stockholder votes person) are necessary to authorize this Agreementthe execution and delivery by such Seller of each of the Transaction Documents, the other performance of such Seller's obligations hereunder and thereunder, or the consummation of the Contemplated Transactions. Each of the Transaction Documents to which it such Seller is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has have been duly and validly executed and delivered this Agreement, by such Seller and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties thereto) constitutes the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligation, agreements of such Seller enforceable against the Buyer such Seller in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer Purchaser of this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Purchaser of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or action by the board of directors of the Purchaser, and no other action on the part of the Buyer and no other corporate or other proceedings on the part board of directors of the Buyer and no stockholder votes are necessary Purchaser is required to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which it the Purchaser is a party or and the performance or consummation by the Buyer Purchaser of the Transactionstransactions contemplated hereby and thereby. The Buyer has This Agreement and the Ancillary Agreements to which the Purchaser is a party have been or will be, as applicable, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Purchaser and, assuming the due and valid authorization, approval, execution and delivery by hereof (and, in the Selling Entities case of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents Ancillary Agreements to which the Buyer Company and/or the other parties is party or are a party, thereof) by the Company and/or the other parties thereto, each constitutes or will constitute the Buyer’s constitute, as applicable, a legal, valid and binding obligation, obligation of the Purchaser enforceable against the Buyer Purchaser in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Enforceability Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. The Buyer Company has all necessary ------------------------------------ full power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is party, to perform and comply with each of its obligations hereunder and thereunder or will be a party and to consummate the Contemplated Transactions. The execution execution, delivery and delivery performance by the Buyer Company of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein or will be a party and the consummation by the Buyer it of the Contemplated Transactions have been duly and validly authorized and approved by all necessary corporate or other action on the part Company's stockholders and board of the Buyer directors, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Company (or any other Person) are necessary to authorize the execution and delivery by the Company of this Agreement, Agreement or the other Transaction Documents to which it is or will be a party or the performance or consummation by the Buyer of the Contemplated Transactions. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this This Agreement and the other Transaction Documents to which the Buyer Company is party constitutes or will constitute be a party have been, or when executed and delivered will be, duly and validly executed and delivered by the Buyer’s Company and (assuming the valid execution and delivery thereof by the other parties thereto) constitute, or will constitute, the legal, valid and binding obligation, agreements of the Company enforceable against the Buyer Company in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Each of Parent and Merger Sub has all necessary the requisite power and authority to execute and deliver this Agreement and the other Transaction Ancillary Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery Other than the adoption by Parent of this Agreement (following its execution) in Parent’s capacity as the Buyer sole stockholder of Merger Sub, this Agreement and the other Transaction Ancillary Documents to which it Parent or Merger Sub is party, a party and the performance and compliance by Parent or Merger Sub, as the Buyer with each case may be, of its obligations herein hereunder and therein and the consummation by the Buyer of the Transactions thereunder have been duly and validly authorized and approved by all necessary corporate or other requisite action on the part of Parent and Merger Sub. This Agreement and the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, the other Transaction Ancillary Documents to which it Parent or Merger Sub is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be have been duly executed and delivered by Parent or Merger Sub, as the Buyer case may be, and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and such Ancillary Documents constitute the valid and binding obligation of the other Transaction Documentsparties hereto and thereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationobligations of Parent and Merger Sub (to the extent they are a party thereto), enforceable against the Buyer them in accordance with its their terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to the Enforceability Exceptionsor affecting creditors generally and by general equity principles.

Authority Relative to this Agreement. The Buyer Other than the Shareholder Approval, each of the Sellers has all necessary the corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents Ancillary Agreements to which it such Seller is party, to perform and comply with each of its obligations hereunder and thereunder be party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents Ancillary Agreements to which it such Seller is party, the performance and compliance by the Buyer with each of its obligations herein and therein to be party and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or other action on the part Board of Directors of each of the Buyer and Sellers and, other than the Shareholder Approval, no other corporate or other proceedings on the part of the Buyer and no stockholder votes Sellers are necessary to authorize this AgreementAgreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the other Transaction Documents Ancillary Agreements to which it such Seller is to be a party or will be at the performance or consummation by the Buyer of the Transactions. The Buyer has Closing, duly and validly executed and delivered by each of the Sellers and constitute, or will constitute at the Closing, assuming this AgreementAgreement constitutes, and the other Transaction Documents Ancillary Agreements to which it such Seller is to be party will be duly executed constitute at the Closing, legal, valid, binding and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities enforceable agreements of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s , legal, valid and binding obligationagreements of each of the Sellers, enforceable against the Buyer them in accordance with its their terms, subject to the Enforceability Exceptionsexcept as limited, (a) by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (b) by general principles of equity (regardless of whether enforcement is sought in equity or at law).

Authority Relative to this Agreement. The Buyer has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party, to perform and comply with each of its obligations hereunder and thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it Xxxxx is party, the performance and compliance by the Buyer with each of its obligations herein and therein party and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate the board of directors or other action on the part equivalent governing body of the Buyer Buyer, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, Agreement or the other Transaction Documents to which it is party or to consummate the performance transactions contemplated hereby or consummation by the Buyer of the Transactionsthereby. The Buyer This Agreement has been duly and validly executed and delivered by Xxxxx, and, upon their execution and delivery in accordance with the terms of this Agreement, and each of the other Transaction Documents to which it Buyer is a party will be have been duly and validly executed and delivered by the Buyer Buyer, and, assuming the due that this Agreement and such other Transaction Documents constitute valid authorization, approval, execution and delivery by binding agreements of the Selling Entities of this Agreement and the other Transaction Documentsparty thereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationagreements of Buyer, enforceable against the Buyer in accordance with its their terms, subject except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally or general principles of equity.

Authority Relative to this Agreement. The Buyer Parent has all ------------------------------------ necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Buyer of under this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents to which Parent is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate or other action on the part boards of the Buyer directors of Parent and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Parent are necessary to authorize this Agreement, Agreement or any of the other Transaction Documents to which it is a party or to consummate the performance or consummation by the Buyer transactions contemplated hereby and thereby. This Agreement and each of the Transactions. The Buyer has other Transaction Documents to which Parent is a party have been (in the case of this Agreement) or shall be (in the case of the other Transaction Documents) duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer andParent and constitute or will constitute, assuming the due and valid authorization, approval, execution and delivery hereof by the Selling Entities of this Agreement and Shareholder, the other Transaction Documentsvalid, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligation, agreements of Parent enforceable against the Buyer Parent in accordance with its their respective terms, subject to the Enforceability Exceptionsany 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. The Buyer has all necessary Qorus and KRM Fund have full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which Qorus has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement and the other Transaction Documents to which it is party, to perform and comply with each of its (ii) carry out their obligations hereunder and thereunder and and, to consummate the Transactionstransactions contemplated hereby (including the Transaction). The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer Qorus of the Transactions transactions contemplated hereby (including the Transaction) have been duly and validly authorized and approved by all necessary corporate or other action on the part of Qorus (including the Buyer approval by its Board of Directors) and on the part of KRM Fund (by its Board of Managers), and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Qorus are necessary to authorize this Agreement, Agreement or to consummate the other Transaction Documents to which it is party or the performance or consummation by the Buyer of the Transactionstransactions contemplated hereby. The Buyer This Agreement has been duly and validly executed and delivered this Agreement, by Qorus and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer KRM Fund and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties hereto, constitutes the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligationobligation of Qorus and KRM Fund, enforceable against the Buyer them in accordance with its terms, subject 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 and public policy. Upon the Stockholder Approval, which in any case shall be required to have occurred subsequent to the Enforceability ExceptionsClosing, the Series A Preferred Stock will be convertible into duly authorized, validly issued, fully paid and non-assessable shares of Qorus' Common Stock.

Authority Relative to this Agreement. The Buyer Subject to the prior approval of the Commission being received before a sale can lawfully take place, Seller has all necessary full power and authority (corporate and otherwise) to execute execute, deliver and deliver perform this Agreement (including execution, delivery and performance of the other Transaction Documents operative documents to which it Seller is a party, to perform and comply with each of its obligations hereunder and thereunder ) and to consummate the Transactionstransactions contemplated herein, subject to the conditions to Closing set forth in this Agreement. The execution and delivery by the Buyer Seller of this Agreement and the other Transaction Documents to which it is partyoperative documents, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions transactions will not violate Seller’s organization documents or to the Knowledge of Seller other obligations, have been or will be duly and validly authorized by the Board of Directors of Seller and approved by all necessary corporate or other action on the part shareholders of the Buyer Seller in accordance with applicable law, and no other corporate or other proceedings on the part of the Buyer Seller are necessary with respect thereto and no stockholder votes additional consents or approvals other than those provided for herein are necessary to authorize this Agreement, the other Transaction Documents to which it is party or the performance or consummation by the Buyer Knowledge of the TransactionsSeller required. The Buyer This Agreement has been duly and validly executed and delivered this Agreement, by Seller and constitutes the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligation, obligation of Seller enforceable against the Buyer Seller in accordance with its termsterms except as the same may be limited by bankruptcy, subject insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar Laws relating to or affecting the Enforceability Exceptionsrights of creditors generally, or by general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity). Seller will take, and cause to be taken, all corporate action that is necessary for Seller to complete the transactions to be completed by Seller pursuant to this Agreement.

Authority Relative to this Agreement. The Buyer Seller has all necessary power full power, ------------------------------------ capacity and authority to execute and deliver this Agreement and the other each Transaction Documents Document to which it is a party, to perform and comply with each of its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby (the "Contemplated ------------ Transactions"). The execution and delivery by of the Buyer of this Agreement and the other Transaction Documents to which it is partyDocuments, the ------------ performance of Seller's obligations hereunder and compliance by the Buyer with each of its obligations herein and therein thereunder, and the consummation by the Buyer of the Contemplated Transactions to which Seller is a party have been duly and validly authorized by the board of directors and approved by all necessary corporate or other action on the part shareholders of the Buyer Seller, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Seller (or any other person) are necessary to authorize this Agreementthe execution and delivery by Seller of each of the Transaction Documents, the other performance of Seller's obligations hereunder and thereunder, or the consummation of the Contemplated Transactions to which Seller is a party. Each of the Transaction Documents to which it Seller is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has have been duly and validly executed and delivered this Agreement, by Seller and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties thereto) constitutes the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligation, agreements of Seller enforceable against the Buyer Seller in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary power R&B and each of the Members have full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it each is partyor, to perform and comply with each of its obligations hereunder and thereunder at the Closing, will be a party and to consummate the Contemplated Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it R&B or any Member is partyor, at the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions Closing, will be a party have been duly and validly authorized and approved by all necessary corporate R&B or other action on such Member, as the part of the Buyer case may be, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes R&B or such Member (or any other person) are necessary to authorize the execution and delivery by R&B or such Member of this AgreementAgreement or the consummation of the Contemplated Transactions to which R&B or such Member is or, at the Closing, will be a party. This Agreement has been and, at the Closing, the other Transaction Documents to which it R&B or any Member is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been duly and validly executed and delivered this Agreementby R&B or such Member, as the case may be, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes parties thereto) constitute or will constitute at the Buyer’s Closing constitute, as the case may be, the legal, valid and binding obligation, agreements of R&B or such Member enforceable against the Buyer R&B or such Member in accordance with its terms, their respective terms except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, to perform and comply with each of its respective obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer Parent and Merger Sub of this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or and shareholder action by Parent and Merger Sub, and no other corporate action on the part of the Buyer and no other corporate Parent or other proceedings on the part of the Buyer and no stockholder votes are necessary Merger Sub is required to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which it is a party or and the performance or consummation by the Buyer Parent and Merger Sub of the Transactionstransactions contemplated hereby and thereby. The Buyer has This Agreement and the Ancillary Agreements to which Parent or Merger Sub is a party have been or will be, as applicable, duly and validly executed and delivered this Agreementby Parent to Merger Sub, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer as applicable, and, assuming the due and valid authorization, approval, execution and delivery hereof by the Selling Entities of this Agreement and Company and/or the other Transaction Documentsparties thereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s constitute, as applicable, a legal, valid and binding obligationobligation of Parent or Merger Sub, as applicable, enforceable against the Buyer Parent or Merger Sub, as applicable, in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Enforceability Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. The Buyer Such Seller has all necessary power and authority to execute and deliver this Agreement and each of the other Transaction Related Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer such Seller (other than Xxxxxx) of this Agreement and each of the other Transaction Related Documents to which it is a party, the performance and compliance by the Buyer with each such Seller (other than Xxxxxx) of its obligations herein under this Agreement and therein each of the Related Documents to which it is a party, and the consummation by the Buyer such Seller (other than Xxxxxx) of the Transactions transactions contemplated by this Agreement and each of the Related Documents to which it is a party have been duly and validly authorized and approved by all necessary corporate corporate, partnership or other limited liability company action on the part of the Buyer and no other corporate corporate, partnership or other limited liability company proceedings on the part of the Buyer and no stockholder votes such Seller (other than Xxxxxx) are necessary to authorize this Agreement, the other Transaction Documents to which it is party Agreement or the performance or consummation by the Buyer any of the TransactionsRelated Documents or to consummate the transactions contemplated hereby or thereby. The Buyer This Agreement and each of the Related Documents has been (or, when executed and delivered, will have been) duly and validly executed and delivered this Agreementby such Seller, and to the other Transaction Documents to which it extent each is a party will be duly executed and delivered by the Buyer thereto, and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties hereto or thereto, constitutes the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationobligation of such Seller, to the extent each is a party thereto, enforceable against the Buyer such Seller in accordance with its terms, subject except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors' rights generally and by equitable principles to which the Enforceability Exceptionsremedies of specific performance and injunctive and similar forms of relief are subject.

Authority Relative to this Agreement. The Buyer Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution and delivery by of the Buyer of this Agreement and the other Transaction Documents to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein thereunder and the consummation by the Buyer of the Contemplated Transactions have been duly and validly authorized and approved by all necessary required corporate or other action on the part of the Buyer Company and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Company are necessary to authorize this Agreementthe Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will be, duly and validly executed and delivered by the Company and, assuming this AgreementAgreement has been, and each of the other Transaction Documents to which it is a party will be be, duly authorized, executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documentsparties thereto, this Agreement constitutes, and each of the other Transaction Documents to which the Buyer it is a party constitutes or will constitute the Buyer’s constitute, a legal, valid and binding obligationobligation of the Company, enforceable against the Buyer it in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors' rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Enforceability Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the "Bankruptcy and Equity Principles").

Authority Relative to this Agreement. The Buyer has all necessary power Company and each Seller have full power, capacity and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is party, to perform and comply with each of its obligations hereunder and thereunder a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it the Company and such Seller is party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions a party have been duly and validly authorized and approved by all necessary corporate the Company or other action on the part of the Buyer such Seller and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Company or such Seller (or any other person) are necessary to authorize this Agreement, the other Transaction Documents to which it is party or the performance or consummation by the Buyer of the Transactions. The Buyer has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities Company or such Seller of this Agreement and or the other Transaction Documents, consummation of the Contemplated Transactions to which the Company or such Seller is a party. When this Agreement and the other Transaction Documents to which the Buyer Company or such Seller is a party constitutes have been duly and validly executed and delivered by the Company or such Seller, and (assuming the valid execution and delivery thereof by the other parties thereto) they will constitute the Buyer’s legal, valid and binding obligation, agreements of the Company and such Seller enforceable against the Buyer Company and such Seller in accordance with its terms, their respective terms except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer has all necessary full power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at the Closing, will be a party and to consummate the Contemplated Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it Buyer is partyor, at the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions Closing, will be a party have been duly and validly authorized and approved by all necessary corporate or other action on the part board of the Buyer directors thereof and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize the execution and delivery by Buyer of this AgreementAgreement or the consummation of the Contemplated Transactions to which it is or, at the Closing, will be a party. This Agreement has been and, at the Closing, the other Transaction Documents to which it Buyer is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been duly and validly executed and delivered this Agreement, by Buyer and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party parties thereto) constitutes or will constitute at the Buyer’s Closing constitute, as the case may be, the legal, valid and binding obligationagreement of Buyer, enforceable against the Buyer in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptions.the

Authority Relative to this Agreement. The Buyer Each of the Sellers has all necessary power and authority to execute and deliver this Agreement and each of the other Transaction Related Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer each Seller of this Agreement and each of the other Transaction Related Documents to which it is a party, the performance and compliance by the Buyer with each Seller of its obligations herein under this Agreement and therein each of the Related Documents to which it is a party, and the consummation by the Buyer each Seller of the Transactions transactions contemplated by this Agreement and each of the Related Documents to which it is a party have been duly and validly authorized and approved by all necessary corporate or action and, except as set forth on SCHEDULE 3.2, no other action proceedings are necessary on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary Sellers to authorize this Agreement, the other Transaction Documents to which it is party Agreement or the performance or consummation by the Buyer any of the TransactionsRelated Documents or to consummate the transactions contemplated hereby or thereby. The Buyer This Agreement and each of the Related Documents has been (or, when executed and delivered, will have been) duly and validly executed and delivered this Agreementby each Seller, and to the other Transaction Documents to which it extent each is a party will be duly executed and delivered by the Buyer thereto, and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and other parties hereto or thereto, constitutes the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid and binding obligationobligation of each Seller, to the extent each is a party thereto, enforceable against the Buyer such Seller in accordance with its terms, subject except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and by equitable principles to which the Enforceability Exceptionsremedies of specific performance and injunctive and similar forms of relief are subject.

Authority Relative to this Agreement. The Buyer Parent has all necessary full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer Parent of this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Parent of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or action of Parent, and no other corporate action on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary Parent is required to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which it is a party or and the performance or consummation by the Buyer Parent of the Transactionstransactions contemplated hereby and thereby. The Buyer has This Agreement and the Ancillary Agreements to which Parent is a party have been or will be, as applicable, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Parent and, assuming the due and valid authorization, approval, execution and delivery hereof by the Selling Entities of this Agreement and Company and/or the other Transaction Documentsparties thereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s constitute, as applicable, a legal, valid and binding obligationobligation of Parent, enforceable against the Buyer Parent in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Buyer Company has all necessary requisite corporate or similar power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution and delivery by of the Buyer of this Agreement and the other Transaction Documents to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein thereunder and the consummation by the Buyer of the Contemplated Transactions have been duly and validly authorized and approved by all necessary required corporate or other action on the part of the Buyer Company and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Company are necessary to authorize this Agreementthe Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will be, duly and validly executed and delivered by the Company and, assuming this AgreementAgreement has been, and each of the other Transaction Documents to which it is a party will be be, duly authorized, executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documentsparties thereto, this Agreement constitutes, and each of the other Transaction Documents to which the Buyer it is a party constitutes or will constitute the Buyer’s constitute, a legal, valid and binding obligationobligation of the Company, enforceable against the Buyer it in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Enforceability Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at Law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. The Buyer has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party, to perform and comply with each of its obligations hereunder and thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it Xxxxx is party, the performance and compliance by the Buyer with each of its obligations herein and therein party and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or other action on the part board of the directors of Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary to authorize this Agreement, Agreement or the other Transaction Documents to which it is party or to consummate the performance transactions contemplated hereby or consummation by the Buyer of the Transactionsthereby. The Buyer This Agreement has been duly and validly executed and delivered by Xxxxx, and, upon their execution and delivery in accordance with the terms of this Agreement, and each of the other Transaction Documents to which it Buyer is a party will be have been duly and validly executed and delivered by the Buyer Buyer, and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of that this Agreement and the other Transaction Documents, this Agreement and the such other Transaction Documents to which the Buyer Seller is a party constitutes or will constitute the Buyer’s legal, valid and binding obligationagreements of Seller thereto, constitute valid and binding agreements of Buyer, enforceable against the Buyer in accordance with its their terms, subject except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the Enforceability Exceptionsenforcement of creditors’ rights generally or general principles of equity.

Authority Relative to this Agreement. The Buyer Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by of the Buyer of this Agreement and the other Transaction Documents to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein thereunder and the consummation by the Buyer of the Transactions have been duly and validly authorized and approved by all necessary required corporate or other action on the part of the Buyer Company and no other corporate action or other proceedings on the part of the Buyer and no stockholder votes Company are necessary to authorize this Agreementthe Transaction Documents to which it is a party or to consummate the Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will be, duly and validly executed and delivered by the Company and, assuming this AgreementAgreement has been, and each of the other Transaction Documents to which it is a party will be be, duly authorized, executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documentsparties thereto, this Agreement constitutes, and each of the other Transaction Documents to which the Buyer it is a party constitutes or will constitute the Buyer’s constitute, a legal, valid and binding obligationobligation of the Company, enforceable against the Buyer it in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Enforceability Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”).

Authority Relative to this Agreement. The Buyer Acquirer has all necessary requisite right, power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution and delivery by of the Buyer of this Agreement and the other Transaction Documents to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein thereunder and the consummation by the Buyer it of the Contemplated Transactions have been duly and validly authorized and approved by all necessary required corporate or other action on the part of the Buyer Acquirer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes Acquirer are necessary to authorize this Agreementthe Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each of the other Transaction Documents to which it is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will be, duly and validly executed and delivered by Acquirer and, assuming this AgreementAgreement has been, and each of the other Transaction Documents to which it is a party will be be, duly authorized, executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement and the other Transaction Documentsparties thereto, this Agreement constitutes, and each of the other Transaction Documents to which the Buyer it is a party constitutes or will constitute the Buyer’s constitute, a legal, valid and binding obligationobligation of Acquirer, enforceable against the Buyer it in accordance with its their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the Enforceability Exceptionslimitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Each of Premier and Buyer has all necessary full power and authority to execute and deliver this Agreement and the each other Transaction Documents Document to which it is partyor, to perform and comply with each of its obligations hereunder and thereunder at the Closing, will be a party and to consummate the Contemplated Transactions. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents consummation of the Contemplated Transactions to which it Premier or Buyer is partyor, at the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions Closing, will be a party have been duly and validly authorized and approved by all necessary corporate or other action on the part board of the Buyer directors thereof and no other corporate or other proceedings on the part of the Premier or Buyer and no stockholder votes are necessary to authorize the execution and delivery by Premier or Buyer of this AgreementAgreement or the consummation of the Contemplated Transactions to which it is or, at the Closing, will be a party. This Agreement has been and, at the Closing, the other Transaction Documents to which it Premier or Buyer is a party or the performance or consummation by the Buyer of the Transactions. The Buyer has will have been duly and validly executed and delivered this Agreement, by Premier and the other Transaction Documents to which it is party will be duly executed Buyer and delivered by the Buyer and, (assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party parties thereto) constitutes or will constitute at the Buyer’s Closing constitute, as the case may be, the legal, valid and binding obligationagreement of Premier and Buyer, enforceable against the Premier or Buyer in accordance with its their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. The Buyer Each of Royal Ahold, Parent and Purchaser has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereunder. The execution and delivery by the Buyer of this Agreement by Royal Ahold, Parent and the other Transaction Documents to which it is partyPurchaser, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions transactions contemplated hereby, have been duly authorized by the Executive Board and validly authorized Supervisory Board of Royal Ahold and approved by all necessary the respective boards of directors of each of Parent and Purchaser, and by Parent as the sole stockholder of Purchaser, and no other corporate or other action proceeding on the part of the Buyer and no other corporate Royal Ahold, Parent or other proceedings on the part of the Buyer and no stockholder votes are necessary Purchaser is required to authorize this AgreementAgreement or to consummate the transactions contemplated hereunder, other than the other Transaction Documents to which it is party or filing and the performance or consummation by the Buyer recordation of the TransactionsCertificate of Merger in accordance with Delaware Law. The Buyer This Agreement has duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be been duly executed and delivered by the Buyer andeach of Royal Ahold, Parent and Purchaser and (assuming the due and valid authorization, approval, execution and delivery hereof by the Selling Entities of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents to which the Buyer is party Company) constitutes or will constitute the Buyer’s legal, a valid and binding obligationagreement of each of Royal Ahold, Parent and Purchaser, enforceable against the Buyer each of Royal Ahold, Parent and Purchaser in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditor's rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. The Buyer Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer Purchaser of this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer Purchaser of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or action of Purchaser, and no other corporate action on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary Purchaser is required to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which it is a party or and the performance or consummation by the Buyer Purchaser of the Transactionstransactions contemplated hereby and thereby. The Buyer has This Agreement and the Ancillary Agreements to which Purchaser is or will become a party have been or will be, as applicable, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Purchaser and, assuming the due and valid authorization, approval, execution and delivery by hereof (and in the Selling Entities case of this Agreement and the other Transaction Documents, this Agreement and the other Transaction Documents Ancillary Agreements to which the Buyer Company and/or AE is party a party, thereof) by, and enforceability against, the Company and/or AE, each constitutes or will constitute the Buyer’s constitute, as applicable, a legal, valid and binding obligationobligation of Purchaser, enforceable against the Buyer Purchaser in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Enforceability Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. The Buyer has all necessary full corporate power ------------------------------------ and authority to execute and deliver this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents Ancillary Agreements to which it is party, the performance and compliance by the Buyer with each of its obligations herein and therein a party and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or action by the board of directors of Buyer, and no other action on the part of the board of directors of Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary is required to authorize the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which it is a party or and the performance or consummation by the Buyer of the Transactionstransactions contemplated hereby and thereby. The This Agreement and the Ancillary Agreements to which Buyer has is a party have been or will be, as applicable, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery hereof by the Selling Entities of this Agreement and Seller and/or the other Transaction Documentsparties thereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s constitute, as applicable, a legal, valid and binding obligation, obligation of Buyer enforceable against the Buyer in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to the Enforceability Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. The Buyer has all necessary requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement, and comply with each of (b) carry out its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer of this Agreement and the other Transaction Documents Ancillary Agreements to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or action on the part of Buyer, and no other action on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are is necessary to authorize this Agreement, Agreement or the other Transaction Documents Ancillary Agreements to which it is a party or to consummate the performance or consummation by transactions contemplated thereby. This Agreement and the Buyer of the Transactions. The Buyer has other Ancillary Agreements to which it is a party have been duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction DocumentsParties hereto, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligationobligations of Buyer, enforceable against the Buyer in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 520332.000001 25576304.5 moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. The Buyer SPAC has all necessary the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is a party, and each Transaction Agreement that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and comply with each of (b) carry out its obligations hereunder and thereunder and to consummate the TransactionsTransactions (including the Merger). The execution and delivery by the Buyer SPAC of this Agreement and the other Transaction Documents Agreements to which it is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer SPAC of the Transactions (including the Merger) have been duly and validly authorized and approved by all necessary corporate or other action on the part of the Buyer SPAC, and no other corporate or other proceedings on the part of the Buyer and no stockholder votes SPAC are necessary to authorize this Agreement, Agreement or the other Transaction Documents Agreements to which it is a party or to consummate the performance or consummation by the Buyer Transactions, other than approval of the TransactionsSPAC Shareholder Matters. The Buyer has This Agreement and the other Transaction Agreements to which SPAC is a party have been duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer SPAC and, assuming the due and valid authorization, approval, execution and delivery thereof by the Selling Entities of this Agreement and the other Transaction DocumentsParties, this Agreement and the other Transaction Documents to which the Buyer is party constitutes or will constitute the Buyer’s legal, valid legal and binding obligation, obligations of SPAC enforceable against the Buyer SPAC in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Enforceability Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. (a) The Buyer Company has all necessary full power and authority to execute and deliver this Agreement and the other Transaction Documents agreements of which forms are attached as exhibits hereto (the "Ancillary Agreements") to which it the Company is a party, to perform and comply with each of its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by the Buyer Company of this Agreement and the other Transaction Documents Ancillary Agreements to which it the Company is a party, the performance and compliance by the Buyer with each of its obligations herein and therein and the consummation by the Buyer Company of the Transactions transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized and approved by all necessary corporate or other action of the Company and no further action is required on the part of the Buyer and no other corporate or other proceedings on the part of the Buyer and no stockholder votes are necessary Company to authorize this Agreement, Agreement or the other Transaction Documents Ancillary Agreements to which it the Company is a party or the performance or consummation by the Buyer of the Transactionstransactions contemplated hereby or thereby. The Buyer has This Agreement and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered this Agreement, and the other Transaction Documents to which it is party will be duly executed and delivered by the Buyer Company and, assuming the due and valid authorization, approval, execution and delivery by the Selling Entities of this Agreement other parties hereto and the other Transaction Documentsthereto, this Agreement and the other Transaction Documents to which the Buyer is party each constitutes or will constitute the Buyer’s upon such due execution and delivery constitute, as applicable, a legal, valid and binding obligation, obligation of the Company enforceable against the Buyer Company in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Enforceability Exceptionsenforcement of creditors' rights generally and by general principles of equity.