Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject to the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Subject to the approval and adoption of this Agreement by the Company’s stockholders, the Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the Merger, the approval and adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled then-outstanding shares of Company Class A Common Stock, if and to be cast the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by the other parties hereto, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as subject to enforceability, to the effect of any applicable bankruptcy, insolvencyinsolvency (including, reorganization and other without limitation, all laws of general applicability relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors, ’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement, the Voting Agreements and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger or any of the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby (subject to the approval by this Agreement. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby by this Agreement (other than with respect to the Merger, the approval and adoption of this Agreement and the Merger by the affirmative vote of the holders of a majority of the votes Company Common Stock (the "Company Stockholders' Approval") entitled to be cast vote on the matter (the "Company Stockholders' Vote"), and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. The Board has approved this Agreement, subject, as the Merger and the other transactions contemplated herein and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equitythe Merger.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled then-outstanding Shares, if and to be cast the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Purchaser, constitutes the legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its terms. Prior to the execution of this Agreement, subjectthe Board has taken all action necessary to exempt under or make not subject to the provisions of Section 203 of the DGCL or any provision of the Certificate of Incorporation and the By-Laws of the Company that would require any corporate approval other than that otherwise required by the DGCL: (i) the execution of this Agreement, as (ii) the Offer, (iii) the Merger and (iv) the other transactions contemplated by this Agreement. Prior to enforceabilitythe execution of this Agreement, the Board has unanimously approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to bankruptcy, insolvency, reorganization and other laws any of general applicability relating to or affecting creditors, rights and to general principles of equitythe Transactions.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject with respect to the Merger to approval of the Merger and this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast represented by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationShares). This The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the affirmative vote of no fewer than 4/5ths of the duly elected, qualified and acting members of the Board of Directors of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (so contemplated, other than (with respect to the Merger) the approval of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast represented by the holders Shares, voting together as one class, and no separate vote of the Preferred Shares in accordance with the DGCL and the Company's Certificate of Incorporation)will be required for such approval. This Agreement has been duly and validly executed and delivered by the Company Company, and, assuming this Agreement constitutes the a valid and binding agreement obligation of Acquiroreach of Parent and Acquisition Sub, constitutes the a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors, ' rights and to general principles of equitygenerally.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Mergers, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Acquiror, First Merger Sub and Second Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Mergers, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Mergers or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by GigCapital5 and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company Each of Parent and Merger Sub has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution, delivery and performance of the this Agreement by Parent and Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Sub and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized authorized, approved and declared advisable by the Board Boards of Directors of Parent and Merger Sub, and approved by Luxottica U.S. Holdings Corp., a Delaware corporation and the Company sole stockholder of Merger Sub ("Luxottica U.S. Holdings"), and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby (other than than, with respect to the approval Merger, the filing of the Certificate of Merger or other instruments as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and, assuming this Agreement the due and valid authorization, execution and delivery by the Company, constitutes the a legally valid and binding agreement obligation of Acquiror, constitutes the valid each of Parent and binding agreement of the CompanyMerger Sub, enforceable against the Company each of them in accordance with its terms, subject, as to enforceability, to except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization and moratorium or other similar laws of general applicability affecting or relating to or affecting the enforcement of creditors, ' rights generally and (ii) is subject to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and, subject to receiving the Requisite Approval, to consummate the transactions contemplated hereby (subject Transactions. The execution and delivery of this Agreement and the other Transaction Documents to the approval of the Merger which it is or will be a party by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the other Transaction Documents to which it is or will be a party, or to consummate the transactions contemplated hereby Transactions (other than than, (a) with respect to the approval Company Merger and the Conversion, the Requisite Approval, which the Written Consent shall satisfy, and (b) the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote DGCL). Each of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Agreement other Transaction Documents to which the Company is or will be a party has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by SPAC and Merger Sub, constitutes, or will constitute, as applicable, a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Company Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Company Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to approveenter into this Agreement, authorizeand, execute and deliver this Agreement subject to obtaining the Company Stockholders' Approval (as defined in Section 7.3(b)), to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution, delivery and performance of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company (other than obtaining the Company Stockholders' Approval), including the unanimous approval of the Board of Directors of the Company which has unanimously resolved to recommend the approval of this Agreement by the stockholders of the Company and directed that this Agreement be submitted to the stockholders of the Company for their consideration, and no other corporate proceedings on the part of the Company or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate by the Company and the consummation by the Company of the transactions contemplated hereby (hereby, other than obtaining the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)Company Stockholders' Approval. This Agreement has been duly and validly executed and delivered by the Company andand constitutes a legal, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and other laws by general equitable principles (regardless of general applicability relating to whether such enforceability is considered in a proceeding in equity or affecting creditors, rights and to general principles of equityat law).

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions (including, without limitation, the Merger) contemplated hereby (subject herein to the approval of the Merger be consummated by the affirmative vote Company. The execution and delivery of the holders of a majority of the votes entitled to be cast this Agreement by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the such transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the such transactions contemplated hereby (other than the approval adoption of the Merger this Agreement by the requisite affirmative vote of the holders of a majority stockholders of the votes entitled to be cast Company as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company andand (assuming due authorization, assuming this Agreement execution and delivery by Fiat, New Holland and Merger Sub) constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and other laws the availability of general applicability relating equitable remedies. The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or affecting creditors, rights and to general principles as a result of equitythe Merger.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Merger. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Merger have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Merger (other than than, with respect to the Merger, the approval of this Agreement and the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast then-outstanding Shares, (“Company Stockholder Approval”), and the filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms. The Board has unanimously approved this Agreement and the Merger and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to the Merger. To the knowledge of the Company, subject, as no other state takeover statute is applicable to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equitythe Merger.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and, subject in the case of consummation of the Merger to obtaining the Company Stockholder Approval (as defined in Section 5.02), to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than the approval of the Merger and the adoption of this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares Company's stockholders in accordance with the DGCL and the filing and recording of appropriate merger documents consistent with this Agreement as required by the DGCL). As of the date hereof, the Board of Directors of the Company has declared that it is advisable and in the best interests of the Company's Certificate stockholders for the Company to enter into this Agreement and to consummate the Merger upon the terms and subject to the conditions of Incorporation)this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement Agreement, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval of the Merger Transactions. The execution and delivery by the affirmative vote Company of this Agreement and the holders of other Transaction Documents to which it is or will at the Closing be a majority of party, the votes entitled to be cast performance by the holders Company of Shares in accordance with the DGCL its obligations hereunder and the Company's Certificate of Incorporation). This Agreement thereunder and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by the other party or parties thereto, constitutes the (or will then constitute) a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board Approval is sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. (a) The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and, subject to the Requisite Stockholder Vote, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of (i) a majority of the votes outstanding Company Shares entitled to be cast by vote thereon and (ii) 66-2/3% of the holders of outstanding Company Shares in accordance with entitled to vote thereon excluding the DGCL Parent Shares and the Company's Certificate Company Shares subject to the Purchase Agreement (the "REQUISITE STOCKHOLDER VOTE") and the filing and recordation of Incorporationappropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution, delivery and performance of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than than, with respect to the Merger, the approval of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled outstanding shares if and to be cast the extent required by the holders of Shares in accordance with the DGCL DGCL, and the Company's Certificate filing of Incorporationappropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery hereof by Newco, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject, . The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby (including but not limited to the Debt Offer and the Merger) so as to enforceabilityrender inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision). The Board of Directors of the Company has approved the Voting Agreement and the transactions contemplated thereby so as to render inapplicable thereto the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision). As a result of the foregoing actions, the only vote required to bankruptcy, insolvency, reorganization and other laws authorize the Merger is the affirmative vote of general applicability relating to or affecting creditors, rights and to general principles a majority of equitythe outstanding shares of Company Common Stock.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Requisite Approval, to consummate the transactions contemplated hereby (subject to the approval of the Merger Transactions. The execution and delivery by the affirmative vote Company of this Agreement and the holders of other Transaction Documents to which it is or will at the Closing be a majority of party, the votes entitled to be cast performance by the holders Company of Shares in accordance with the DGCL its obligations hereunder and the Company's Certificate of Incorporation). This Agreement thereunder and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationRequisite Approval). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company Company, and, assuming this Agreement the due authorization, execution and delivery by the other party or parties thereto (other than PubCo), constitutes the (or will then constitute) a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company it in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws Laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). To the knowledge of the Company, no takeover statute is applicable to or affecting creditors, rights and to general principles of equitythe Transactions.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Novus and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. (a) The Company has the requisite and Company Sub have all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL Company and the Company's Certificate of Incorporation). This Agreement Company Sub and the consummation by the Company and Company Sub of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company or the Company Sub (including on the part of the shareholders of the Company or the stockholders of Company Sub) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the Reorganization Merger, the approval and adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled then outstanding shares of Common Stock, and, with respect to be cast the Mergers, the filing and recordation of appropriate documents for the Mergers as required by the holders of Shares in accordance with the DGCL CGCL and the Company's Certificate of IncorporationDGCL, as applicable). This Agreement has been duly and validly executed and delivered by the Company and Company Sub and, assuming this Agreement the due authorization, execution and delivery by Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the CompanyCompany and Company Sub, enforceable against the Company each in accordance with its terms, subject, as subject to enforceability, to applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws of general applicability relating to or affecting creditors, ' rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the Merger, the approval of Holdings as the Merger Company’s sole stockholder (as contemplated by Section 8.02(c)) and the filing and recordation of appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Pensare and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 262 of the DGCL shall not apply to the Merger or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other transactions contemplated by this Agreement.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby (subject to by this Agreement. The execution and delivery of this Agreement by the Company, the approval, recommendation for approval and declaration of advisability by the Board of Directors of the Merger by the affirmative vote Company of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Agreement Merger, and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company or the Board of Directors of the Company are necessary to authorize this Agreement, approve, recommend for approval and declare the advisability of this Agreement and the Merger or to consummate the Merger and the other transactions contemplated hereby by this Agreement (other than than, with respect to the Merger, the approval of this Agreement and the Merger by the affirmative vote of the holders of a majority of then outstanding shares of Company Common Stock and the votes entitled to be cast filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, and, subject to obtaining the approval of the Company's stockholders described in the next sentence, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby (subject to the approval by this Agreement. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby by this Agreement (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes voting power of the then outstanding Company Common Shares entitled to be cast vote on the matter (the "Company Stockholders' Vote"), and the filing of the Certificate of Merger with the Secretary of State of Delaware as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors, ' rights and to general principles of equityequity principles.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and the other agreements contemplated hereby (the “Company Ancillary Agreements”) and to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the stockholders of Company in accordance with the TBCA and the Company Charter Documents, to consummate the transactions contemplated hereby (subject to the approval and thereby. The execution and delivery of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Agreement Company Ancillary Agreements by Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board part of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, the Company Ancillary Agreements or to consummate the transactions contemplated hereby (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)thereby. This Agreement has and the Company Ancillary Agreements have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid due authorization, execution and delivery by Parent and Merger Sub, constitute the legal and binding agreement obligation of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws of general applicability relating to or application affecting the enforcement of creditors, ’ rights and to general principles the exercise by courts of equityequitable powers.

Authority Relative to this Agreement. The Company has Each of the requisite Buyer and Newco have all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of this Agreement by each of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL Buyer and the Company's Certificate of Incorporation). This Agreement Newco and the consummation by the Company each of the transactions contemplated hereby Buyer and Newco of the Transactions, have been duly and validly authorized by the Board of Directors of the Company all necessary corporate or limited liability company action, and no other corporate proceedings on the part of the Company Buyer or Newco are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than (a) with respect to the Merger, (i) the approval and adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast then-outstanding shares of the Buyer Common Stock, by the holders Buyer, as the sole stockholder of Shares in accordance Newco, either at a duly convened meeting of the sole stockholder of Newco or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the LLC Act, and (b) with respect to the DGCL issuance of the Buyer Common Stock pursuant to this Agreement, the approval of a majority of the then-outstanding shares of the Buyer Class A Common Stock and the Company's Certificate of IncorporationSponsor Shares, voting together as a single class). This Agreement has been duly and validly executed and delivered by the Company Buyer and Newco and, assuming this Agreement due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the CompanyBuyer or Newco, enforceable against the Company Buyer or Newco in accordance with its terms, subject, as terms subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equitythe Remedies Exceptions.

Authority Relative to this Agreement. The Company has the requisite all ------------------------------------ necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to execute and deliver the Stock Option Agreement and the other agreements contemplated hereby (the "Company Ancillary Agreements") and to perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the stockholders of Company in accordance with Delaware Law and the Company Charter Documents, to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Agreement Company Ancillary Agreements by Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board part of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement Agreement, the Company Ancillary Agreements or to consummate the transactions contemplated hereby and thereby (other than the approval adoption of the Merger this Agreement by the affirmative vote stockholders of the holders of a majority of the votes entitled to be cast by the holders of Shares Company in accordance with the DGCL Delaware Law and the Company's Certificate of IncorporationCompany Charter Documents). This Agreement has and the Company Ancillary Agreements have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid due authorization, execution and delivery by Parent and Merger Sub, constitute the legal and binding agreement obligation of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, subject to bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws of general applicability relating to or application affecting the enforcement of creditors, ' rights and to general principles the exercise by courts of equityequitable powers.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval of the Merger Transactions. The execution and delivery by the affirmative vote Company of this Agreement and the holders of other Transaction Documents to which it is or will at the Closing be a majority of party, the votes entitled to be cast performance by the holders Company of Shares in accordance with the DGCL its obligations hereunder and the Company's Certificate of Incorporation). This Agreement thereunder and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by the other party or parties thereto, constitutes the (or will then constitute) a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board Approval is sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by GigCapital2 and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. (a) The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and each other agreement contemplated hereby, to perform its obligations hereunder and thereunder and, subject to obtaining the Requisite Shareholder Approval, to consummate the transactions contemplated hereby (subject to the approval Merger. The execution, delivery and performance of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company Company, and no other corporate proceedings on the part of the Company or its holders of Common Shares are necessary to authorize the execution, delivery or performance of this Agreement or any other agreement contemplated hereby or to consummate the transactions contemplated hereby or thereby (other than the approval than, with respect to consummation of the Merger Merger, (i) obtaining the Requisite Shareholder Approval and (ii) filing and recording appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL OGCL and the Company's Certificate of IncorporationDLLCA). This Agreement and each other agreement contemplated hereby has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as subject to enforceability, to the effect of any applicable bankruptcy, insolvency, reorganization and other laws of general applicability insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors, ’ rights generally and subject to the effect of general principles of equityequity (collectively, the “Equitable Exceptions”). The Company Board has approved this Agreement and the transactions contemplated hereby and no restrictions on business combinations set forth in the OGCL apply to the Merger.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject herein to the approval of the Merger be consummated by the affirmative vote Company. The execution and delivery of the holders of a majority of the votes entitled to be cast this Agreement by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the such transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or to consummate the such transactions contemplated hereby (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes outstanding shares of Company Common Stock entitled to be cast by vote thereon). The Board of Directors of the holders of Shares in accordance with the DGCL Company has directed that this Agreement and the transactions contemplated hereby be submitted to the 12 Company's Certificate stockholders for approval at a meeting of Incorporation)such stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company andand constitutes a legal, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws . The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of general applicability relating the DGCL will not apply with respect to or affecting creditorsas a result of the Merger without any further action on the part of the stockholders or the Board of Directors of the Company. To the Company's knowledge, rights and no other state takeover statute is applicable to general principles of equitythe Merger.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Requisite Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Requisite Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Switchback and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement, to perform its obligations under this Agreement and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationNRS). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Rxxx and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions of NRS 78.378-3793, inclusive, NRS 78.411-444, inclusive, or any other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company Organizational Documents is not applicable to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the Knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Requisite Company Shareholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have Transactions has been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are is necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Mergers, the Requisite Company Shareholder Approval and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationCompanies Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by SPAC, Holdings and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in the Companies Act shall not apply to the Mergers, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Mergers or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary ------------------------------------ corporate power and authority to approve, authorize, execute and deliver this Agreement and the Stock Option Agreement and to perform its obligations hereunder and thereunder and, subject to obtaining the approval of the stockholders of the Company of the Merger, to consummate the transactions contemplated hereby (subject to and thereby. The execution and delivery of this Agreement and the approval of the Merger Stock Option Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement, the Stock Option Agreement or to consummate the transactions so contemplated hereby (other than than, with respect to the Merger, the approval and adoption of this Agreement and the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders outstanding shares of Shares Company Common Stock in accordance with the DGCL Delaware Law and the Company's Certificate of IncorporationIncorporation and Bylaws). This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid due authorization, execution and delivery by Parent and Merger Sub, constitute legal and binding agreement of Acquiror, constitutes the valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject, except as enforceability may be subject to enforceability, and limited by laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganization and rules of law governing specific performance, injunctive relief or other laws of general applicability relating to or affecting creditors, rights and to general principles of equityequitable remedies.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by VectoIQ and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company or its applicable Subsidiary has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval each of the Merger Gastrodiagnostic Business Distribution, the Second Spin and Distribution and the Company Reorganization and the Merger. The execution and delivery of this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company or its applicable Subsidiary of the transactions contemplated hereby Gastronomic Business Distribution, the Second Spin and Distribution, the Company Reorganization and the Merger have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company or such Subsidiary, and no other corporate proceedings on the part of the Company or such Subsidiary are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Merger (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders outstanding shares of Shares in accordance with the DGCL Company Capital Stock (“Company Securityholder Approval”) and the Company's Certificate filing and recordation of Incorporationappropriate merger documents as required by DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as subject to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability application relating to or affecting creditorsthe public policy, rights bankruptcy, insolvency and to general principles relief of equitydebtors and rules of law governing specific performance, injunctive relief and other equitable remedies. The Board of the Company has approved this Agreement and the Merger.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary organizational power and authority to approve, authorize, execute and deliver this Agreement and any other Transaction Documents to which it is a party thereto, to perform its obligations hereunder and thereunder and, subject to receiving the Requisite Nerdy Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary organizational action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than the approval Requisite Nerdy Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DLLCA). The Supporting Equity Holders comprise the necessary number of the Merger by the affirmative vote of the holders of a majority of the votes entitled Company Holders and Blocker Holders to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)constitute Requisite Nerdy Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Pace, the Blockers and Company Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating to or application affecting enforcement of creditors’ rights generally, rights and to by general equitable principles of equity(the “Remedies Exceptions”).

Authority Relative to this Agreement. (a) The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, and subject to obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby (subject to the approval by this Agreement. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby by this Agreement (other than than, with respect to the Merger, the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast this Agreement by the holders of Shares in accordance with the DGCL requisite number of Company Common Stock, Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series Preferred C Stock, voting as separate series, and the Company's Certificate filing and recordation of Incorporationappropriate merger documents as required by the URBCA). This Agreement has been duly and validly executed and delivered by the Company andCompany, and assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject to any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Requisite Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Requisite Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Acquiror and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approveauthority, authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby (subject to the approval adoption of the Merger this Agreement by the affirmative vote of the holders of at least a majority of the votes outstanding Company Common Shares (voting together as one class) entitled to be cast by the holders of Shares vote in accordance with the DGCL and the Company's Certificate of Incorporation)Incorporation and Bylaws, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and all necessary corporate action and, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (so contemplated, other than the approval adoption of the Merger this Agreement by the affirmative vote of the holders of at least a majority of the votes outstanding Company Common Shares (voting together as one class) entitled to be cast by the holders of Shares vote in accordance with the DGCL and the Company's Certificate of Incorporation)Incorporation and Bylaws. As of the date of this Agreement, the Board has determined that the Merger and the transactions contemplated thereby, upon the terms and subject to the conditions of this Agreement, are fair to and in the best interests of the Company and its stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming this the due authorization, execution and delivery by the Acquiror, and adoption of the Agreement by the requisite vote of the stockholders of the Company, constitutes the a valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. RECOMMENDATION. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than the adoption and approval of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast outstanding shares of the Class A Common Stock voting as a class, by the holders of Shares a majority of the outstanding shares of the Class B Common Stock voting as a class, and by the holders of a majority of the outstanding shares of the Company Common Stock entitled to vote in accordance with the DGCL Delaware Law and the Company's Certificate of IncorporationIncorporation and Bylaws). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by DHI, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms. The Company Board has, subjectat a meeting duly called and held at which all directors of the Company were present, as duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement and the Merger in accordance with the Delaware Law and the Company's certificate of incorporation and by-laws, (ii) determining that this Agreement and the Merger are fair to enforceabilityand in the best interests of the stockholders of the Company, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.(iii) determining that the consideration to

Authority Relative to this Agreement. The Company and each Stockholder that is a trust has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject Merger. Each Individual Stockholder has full right and capacity to the approval enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of the Merger this Agreement by the affirmative vote Company and each Stockholder that is a trust, the performance by each such Stockholder of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement his obligations hereunder and the consummation by the Company of the transactions contemplated hereby Merger have been duly and validly authorized by all necessary action on the Board of Directors part of the Company and such Stockholder and no other corporate proceedings on the part of the Company or such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Merger (other than the approval and adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled then outstanding shares of Voting Common Stock if and to be cast the extent required by applicable Law, and the filing and recordation of appropriate merger documents as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and each Stockholder and, assuming this Agreement constitutes the due authorization, execution and delivery by Parent and Merger Sub, constitute legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligations of the CompanyCompany and each Stockholder, enforceable against the Company and each Stockholder in accordance with its terms, subject, except as to enforceability, to the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and or other similar laws of general applicability relating to or application affecting the enforcement of creditors, ' rights and to general principles of equitygenerally.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than the approval adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares Company's stockholders in accordance with the DGCL and the Company's Certificate Charter Documents and the filing of Incorporationthe appropriate documents with respect to the Merger in accordance with the DGCL). As of the date of this Agreement, the Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's stockholders for the Company to enter into this Agreement and to consummate the Offer and the Merger upon the terms and subject to the conditions of this Agreement and has adopted resolutions so that Section 203 of the DGCL is not applicable to the Offer, the Merger or the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery hereof by BYOWC, Parent and Purchaser, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval by this Agreement. The execution, delivery and performance of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its termsterms and conditions. The Principal Shareholders and the Principal Shareholder Affiliates have approved the Merger and this Agreement and have executed and delivered the Shareholder Written Consent evidencing such approval, subject, as and the consent of the Principal Shareholders and the Principal Shareholder Affiliates pursuant to enforceability, the Shareholder Written Consent is sufficient to bankruptcy, insolvency, reorganization approve the Merger and other laws this Agreement in accordance with applicable Law and the Organizational Documents of general applicability relating the Company except for the consent of Penfund to or affecting creditors, rights the Merger pursuant to the Shareholders’ and to general principles of equityWarrantholders’ Agreement with the Company.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than Transactions, subject to, in the approval case of the Merger Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Athena and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Spartan and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company Buyer has the requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and the Undertaking and Indemnity Agreement and to consummate the transactions contemplated hereby (subject to the approval and thereby. The execution and delivery of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL this Agreement and the Company's Certificate of Incorporation). This Undertaking and Indemnity Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company Buyer and no other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby except for authorization by the Shareholder's Committee of Xxxxxx KGaA, Buyer's parent corporation (other "Henkel"). Buyer shall present this Agreement to solicit Shareholder's Committee approval as expeditiously as possible but in no event later than the June 29, 2000. Upon approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the CompanyShareholder's Certificate of Incorporation). This Committee approval, this Agreement has will have been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid Buyer and binding agreement of Acquiror, constitutes the shall constitute a valid and binding agreement of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms. The Undertaking and Indemnity Agreement will be, subjectupon the due and valid execution and delivery thereof, as to enforceabilitya valid and binding agreement of the Buyer, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equityenforceable against the Buyer in accordance with its terms.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject herein to the approval of the Merger be consummated by the affirmative vote Company. The execution and delivery of the holders of a majority of the votes entitled to be cast this Agreement by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the such transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize this Agreement or to consummate the such transactions contemplated hereby (other than than, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes outstanding shares of Company Common Stock entitled to vote thereon). The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be cast by the holders of Shares in accordance with the DGCL and submitted to the Company's Certificate stockholders for approval at a meeting of Incorporation)such stockholders. This Agreement has been duly authorized and validly executed and delivered by the Company andand constitutes a legal, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws . The Company has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of general applicability relating the DGCL will not apply with respect to or affecting creditorsas a result of the Merger without any further action on the part of the stockholders or the Board of Directors of the Company. To the Company's knowledge, rights and no other state takeover statute is applicable to general principles of equitythe Merger.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by DCRB and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby (subject to the approval by this Agreement. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement, have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby by this Agreement (other than with respect to the Merger, the approval and adoption of this Agreement and the Merger by the affirmative vote of the holders of a majority of the votes voting power of the then outstanding Company Common Shares entitled to be cast vote on the matter (the "Company Stockholders' Vote")), and the filing of the Certificate of Merger with the Secretary of State of Delaware as required by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to approve, authorize, execute and deliver this Agreement and, subject to the adoption of this Agreement by the stockholders of Company, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board part of Directors of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than so contemplated, subject to, with respect to the approval Merger, the adoption of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares Company’s stockholders in accordance with the DGCL Delaware Law and the Company's Company Charter Documents and the filing and recordation of the Certificate of Incorporation)Merger as required by Delaware Law. As of the date of this Agreement, the Board of Directors of Company has unanimously approved and declared advisable this Agreement and the Merger and has recommended that Company’s stockholders adopt this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid a legal and binding agreement obligation of Acquiror, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (hereby, other than the approval of the Merger this Agreement by the affirmative holders a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the New Hampshire Law and the Company Articles and the Company By-Laws (the "Requisite Company Vote"). The Requisite Company Vote is the only vote of the holders of a majority any class or series of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation)capital stock necessary (under the Company Articles and the Company By-Laws, the New Hampshire Law, other applicable law or otherwise) to approve this Agreement and the Merger. The Board has adopted this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Acquisition Sub, as applicable, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors, rights and to general principles of equity.

Authority Relative to this Agreement. The Company has the requisite corporate ------------------------------------ all necessary power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or to consummate the consummation by the Company of the transactions contemplated hereby (other than than, with respect to the Merger, the approval of this Agreement and the Merger by the affirmative vote stockholders of the holders of a majority Company, to the extent required by applicable law, and the filing and recordation of the votes entitled to be cast Certificate of Merger as required by the holders DGCL). Assuming the accuracy of Shares the representation and warranty made by Parent and Sub in accordance with Section 5.08(a) hereof, Section 203 of the DGCL and will not be applicable to the Company's Certificate consummation of Incorporation)any of the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by each of Parent and Sub, constitutes the a valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, as subject to enforceability, to (i) bankruptcy, insolvency, reorganization insolvency and other moratorium laws of general applicability relating to or and the laws affecting creditors, ' rights generally and to general principles (ii) the discretionary nature of equityequitable remedies.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution, delivery and performance of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (so contemplated, other than the approval than, with respect to issuance to Purchaser of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Additional Shares in accordance with the DGCL terms of this Agreement, the stockholder approval specified in Section 5.4.1. The Board has approved the transactions contemplated hereby so as to render inapplicable to such transactions, including, without limitation, the issuance to Purchaser of the Initial Shares and the Company's Additional Shares, the restrictions contained in Section A of Article Eighth of the Certificate of Incorporation)Incorporation of the Company and the restrictions contained in Section 203 of the Delaware General Corporation Law. This Agreement has been duly and validly executed and delivered by the Company andand constitutes a legal, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms and the other agreements and instruments to be executed, delivered and performed by the Company in connection with the transactions contemplated hereby will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms. Upon the issuance thereof, subjectthe Initial Shares and the Additional Shares shall have been duly authorized and validly issued, as to enforceabilityand will be fully paid, to bankruptcynonassessable and free of all Liens, insolvencyother than any created by Purchaser, reorganization and other laws free of general applicability relating to or affecting creditors, rights all preemptive and to general principles of equityrescission rights.

Authority Relative to this Agreement. The Company has the requisite all necessary ------------------------------------ corporate power and authority to approve, authorize, execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby (subject to the approval hereby. The execution, delivery and performance of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (so contemplated, other than the approval than, with respect to issuance to Purchaser of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Additional Shares in accordance with the DGCL terms of this Agreement, the stockholder approval specified in Section 5.4.1. The Board has approved the transactions contemplated hereby so as to render inapplicable to such transactions, including, without limitation, the issuance to Purchaser of the Initial Shares and the Company's Additional Shares, the restrictions contained in Section A of Article Eighth of the Certificate of Incorporation)Incorporation of the Company and the restrictions contained in Section 203 of the Delaware General Corporation Law. This Agreement has been duly and validly executed and delivered by the Company andand constitutes a legal, assuming this Agreement constitutes the valid and binding agreement of Acquiror, constitutes the valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms and the other agreements and instruments to be executed, delivered and performed by the Company in connection with the transactions contemplated hereby will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms. Upon the issuance thereof, subjectthe Initial Shares and the Additional Shares shall have been duly authorized and validly issued, as to enforceabilityand will be fully paid, to bankruptcynonassessable and free of all Liens, insolvencyother than any created by Purchaser, reorganization and other laws free of general applicability relating to or affecting creditors, rights all preemptive and to general principles of equityrescission rights.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to approve, authorize, execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated hereby (subject to the approval Transactions. The execution and delivery of the Merger this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of Incorporation). This Agreement Company and the consummation by the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby Transactions (other than than, with respect to the approval Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation of the Merger appropriate merger documents as required by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the DGCL and the Company's Certificate of IncorporationDGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement the due authorization, execution and delivery by TortoiseCorp and Merger Sub, constitutes the a legal, valid and binding agreement of Acquiror, constitutes the valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, subject, except as to enforceability, to limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general applicability relating application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or affecting creditorsany of the other Transactions. To the knowledge of the Company, rights and no other state takeover statute is applicable to general principles of equitythe Merger or the other Transactions.