Common use of Authority; Execution and Delivery; Enforceability Clause in Contracts

Authority; Execution and Delivery; Enforceability. Parent has all necessary corporate power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicable, enforceable against Parent, such Seller and such Business Company, as applicable, in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Each of such Parent Party and its Affiliates has all necessary corporate full power and authority to execute and deliver this Agreementthe Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a party. The execution, delivery and performance by each of Parentsuch Parent Party and its Affiliates of the Transaction Documents to which it is, or is specified to be, a party and the consummation by each other Seller of such Parent Party and each Business Company has its Affiliates of the Transactions to which it is, or is specified to be, a party have been (or, upon formationwith respect to such Affiliates, prior to the Closing Date will havebe) duly authorized by all necessary corporate power or limited liability company action subject, in the case of USAi, to receipt of the USAi Stockholder Approvals, and authority no other corporate proceedings on the part of such Parent Party or its Affiliates are necessary to execute authorize this Agreement or the consummation of the Transactions. Each of such Parent Party and deliver any its Affiliates has duly executed and delivered this Agreement (to the extent a party hereto) and prior to the Effective Time will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the executionconstitutes, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a partyparty will, and after the consummation of Effective Time (assuming the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parentparty thereto), each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligations, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms. The USAi Board formed a special committee of the USAi Board, except as enforcement thereof may be limited against Parentcomposed of the four disinterested directors on the USAi Board (the "Special Committee"), such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectivelyconsider this Agreement, the “Enforceability Exceptions”)other Transaction Documents to which USAi is a party and the Transactions, and to make a recommendation with respect thereto to the entire USAi Board. The Board Special Committee, at a meeting duly called and held at which all members of Directors the Special Committee were present either in person or by telephone, (x) received the opinion of Parent has Bear, Stearns & Co. to the effect that the consideration to be received ▇▇ ▇▇▇▇ in the Transactions is fair, from a financial point of view, to the stockholders of USAi other than Universal, Liberty, Diller and their Affiliates, and (y) duly and validly unanimously (and wit▇▇▇▇ ▇ny abstentions) adopted resolutions (i) declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi, other than stockholders party to the Transactions, and (iii) recommending that the USAi Board approve this Agreement, the other Transaction Documents to which USAi is a party and the Transactions, and that the USAi Board declare the advisability of this Agreement. After receiving and considering such resolutions of the Special Committee, the USAi Board, at a meeting duly called and held at which all directors of USAi were present either in person or by telephone, duly adopted resolutions (i) approving and declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi other than stockholders party to the Transactions, (iii) directing that this Agreement and the Transactions are advisable and in be submitted to a vote at a meeting of USAi's stockholders to be held as promptly as practicable following the best interest date of Parent and its this Agreement, (iv) recommending that such stockholders and (ii) approving adopt this Agreement and approve and authorize the Transactions upon the terms and subject to the conditions set forth extent USAi is a party thereto and (v) approving the other Transaction Documents to which USAi is a party and the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in this Agreementany way.

Authority; Execution and Delivery; Enforceability. Parent (a) Company has all necessary corporate requisite power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, is or is specified contemplated to be, be a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The executionexecution and delivery by Company of each Transaction Document to which it is or is contemplated to be a party and the consummation by Company of the Transactions has been duly authorized by the Board of Directors of Company and, except for the Company Stockholder Approval, no other corporate proceedings on the part of Company are necessary to authorize the Transaction Documents to which it is or is contemplated to be a party or the consummation of the Transactions. Company has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery and performance by Parent of the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Company in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the execution, availability of equitable remedies). Upon the execution and delivery and performance by each of Parent, each other Seller and each Business Company of any each other Transaction Document to which it is, is or is specified contemplated to be, be a party, and the consummation of the Transactions have been (or upon formationand, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the assuming due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, it is or is specified contemplated to bebe a party, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, terms (except insofar as enforcement thereof such enforceability may be limited against Parent, such Seller or such Business Company by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws relating to or Laws affecting creditors’ rights generally, general generally or by principles governing the availability of equitable principles remedies). (whether considered in a proceeding in equity b) In resolutions adopted on or at law) as from time prior to time in effect, or (ii) the exercise by courts date of equity powers (collectivelythis Agreement, the “Enforceability Exceptions”). The Board of Directors of Parent Company has duly and validly adopted resolutions (i) determining determined that this Agreement and the Transactions are advisable is advisable, fair to and in the best interest interests of Parent Company and its stockholders the sole stockholder of Company, and declared it advisable that Company enter into this Agreement and consummate the Transactions, (ii) adopted resolutions approving and declaring the advisability of this Agreement, each other Transaction Document to which Company is or is contemplated to be a party, and the consummation of Transactions to which it is a party, (iii) adopted resolutions recommending that the sole stockholder of Company give the Company Stockholder Approval and (iv) directed that this Agreement and be submitted to the sole stockholder of Company for adoption, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) The only vote or Consent of holders of any class or series of capital stock of Company necessary to approve the Transactions upon is the terms and subject to the conditions set forth in this AgreementCompany Stockholder Approval.

Authority; Execution and Delivery; Enforceability. Parent (a) Dell and each other member of the Dell Group has all necessary corporate requisite power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document Ancillary Agreement to which it is, is or is specified contemplated to be, be a party, and to perform its obligations hereunder and thereunder and to consummate the TransactionsTransactions to which it is a party. The execution, execution and delivery and performance by Parent Dell of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, is or is specified contemplated to be, be a partyparty and the consummation by Dell of the transactions contemplated hereby and thereby to be performed by Dell (or any member of the Dell Group) have been duly authorized by the Dell Board of Directors, and no other corporate proceedings on the part of Dell is necessary to authorize this Agreement or any Ancillary Agreement to which it is or is contemplated to be a party or the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement Dell has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by Parentthe other Parties, such Seller this Agreement constitutes its legal, valid and binding obligation, enforceable against Dell in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon the execution and delivery by Dell of each Ancillary Agreement to which it is or such Business Companyis contemplated to be a party, as applicable. Assuming the and, assuming due authorization, execution and delivery by the other parties thereto, this each Ancillary Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, it is or is specified contemplated to be, be a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parentsubject to the Bankruptcy and Equity Exception. (b) The Dell Board of Directors has, such Seller or such Business Company by the unanimous vote of all of the directors, (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium determined that it is in the best interests of Dell and similar laws relating its stockholders for Dell to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent enter into this Agreement and has duly and validly adopted resolutions (i) determining that declared this Agreement and the Transactions are transactions contemplated by this Agreement advisable and in the best interest of Parent and its stockholders and (ii) approving adopted this Agreement and approved the Transactions upon execution, delivery and performance of this Agreement by Dell and the terms and subject to consummation of the conditions set forth in Transactions. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn in any way. (c) There are no votes or consents of holders of any class or series of capital stock of Dell necessary to approve this Agreement or the Transactions.

Authority; Execution and Delivery; Enforceability. Parent The Seller has all necessary requisite corporate power and authority and full legal capacity to execute this Agreement and deliver this Agreementeach Transferor has all requisite corporate or partnership power and authority, as the case may be, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority full legal capacity to execute the other agreements and deliver any instruments executed and delivered in connection with this Agreement (such other Transaction Document agreements, the “Ancillary Agreements”) to which it is, or is specified to be, a party, and to fully perform its obligations hereunder and or thereunder and to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Parent the Seller of this Agreement and the execution, execution and delivery and performance by each Transferor of Parentthe Ancillary Agreements to which it is, or is specified to be, a party and the consummation by the Transferors of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Transferors, and no other action on the part of the Transferors is necessary to authorize this Agreement or the Ancillary Agreements or the consummation of the Acquisition or the other transactions contemplated hereby or thereby. The Seller has duly executed and delivered this Agreement and, prior to the Closing, each other Seller Transferor will have duly executed and delivered each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and, assuming their due execution and delivery by the consummation of Purchaser, this Agreement constitutes the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicableSeller’s, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has beenparty will, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, after execution and delivery by the other parties theretoeach Transferor, this Agreement constitutesconstitute such Transferor’s, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws affecting creditors’ rights generallygenerally and subject to general principles of equity, general equitable principles (regardless of whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this AgreementLaw.

Authority; Execution and Delivery; Enforceability. Parent The Seller has all necessary requisite corporate power and authority and full legal capacity to execute this Agreement and deliver this Agreementeach Transferor has all requisite corporate or other organizational power and authority, as the case may be, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority full legal capacity to execute the other agreements and deliver any instruments executed and delivered in connection with this Agreement (such other Transaction Document agreements, the “Ancillary Agreements”) to which it is, or is specified to be, a party, and to fully perform its obligations hereunder and or thereunder and to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Parent the Seller of this Agreement and the execution, execution and delivery and performance by each Transferor of Parentthe Ancillary Agreements to which it is, or is specified to be, a party and the consummation by the Transferors of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Transferors, and no other action on the part of the Transferors is necessary to authorize this Agreement or the Ancillary Agreements or the consummation of the Acquisition or the other transactions contemplated hereby or thereby. The Seller has duly executed and delivered this Agreement and, prior to or at the Closing, each other Seller Transferor will have duly executed and delivered each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and, assuming their due execution and delivery by the consummation of Purchaser, this Agreement constitutes the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicableSeller’s, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has beenparty will, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, after execution and delivery by the other parties theretoeach Transferor, this Agreement constitutesconstitute such Transferor’s, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws affecting creditors’ rights generallygenerally and subject to general principles of equity, general equitable principles (regardless of whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this AgreementLaw.

Authority; Execution and Delivery; Enforceability. Parent The Shareholder has all necessary corporate requisite power and authority to execute and deliver enter into this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder Agreement and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partytransactions contemplated hereby. This Agreement has beenbeen duly authorized, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parentthe Shareholder and, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, assuming this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitutes the legal, valid and binding obligation of Parent, such Seller constitutes the legal, valid and such Business Company, as applicablebinding obligation of the Shareholder, enforceable against Parent, such Seller and such Business Company, as applicable, the Shareholder in accordance with its terms. Except for the expiration or termination of the waiting periods under the HSR Act and informational filings with the SEC, except as enforcement thereof may be limited against Parentthe execution and delivery by the Shareholder of this Agreement do not, such Seller and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or such Business Company by result in any violation of, or EXECUTION COPY default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the Subject Shares of the Shareholder under, (i) bankruptcyany trust agreement, insolvencyloan or credit agreement, fraudulent conveyancebond, reorganizationnote, moratorium and similar laws relating mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding or instrument, (collectively, "Contracts") to which the Shareholder is a party or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, by which any of the Subject Shares of the Shareholder is bound or (ii) subject to the exercise by courts filings and other matters referred to in the next sentence, any provision of equity powers any judgment, order or decree (collectively, "Judgment") or any statute, law, ordinance, rule or regulation (collectively, "Applicable Law") applicable to the “Enforceability Exceptions”)Subject Shares of the Shareholder. The Board No consent, approval, order or authorization (collectively, "Consent") of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Shareholder in connection with the execution, delivery and performance by the Shareholder of Directors this Agreement or the consummation by the Shareholder of Parent has duly and validly adopted resolutions the transactions contemplated hereby, other than (i) determining that compliance with and filings under the HSR Act, if applicable to the Shareholder's receipt in the Merger of the Merger Consideration, (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders transactions contemplated hereby and (iiiii) approving where the failure to obtain such Consent or action, or to make such registration, declaration or filing, could not reasonably be expected to prevent, materially impede or delay the performance by the Shareholder of its obligations under this Agreement. If the Shareholder is a natural person and is married, and the Shareholder's Subject Shares constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Transactions upon Shareholder's spouse, enforceable against such spouse in accordance with its terms. No trust of which such Shareholder is a trustee requires the terms and subject consent of any beneficiary to the conditions set forth in execution and delivery of this AgreementAgreement or to the consummation of the transactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. Parent Each of the PECO Parties has all necessary corporate the requisite power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to will be, a party, and to perform its obligations hereunder and thereunder party and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Transactions to which it is, or is specified to will be, a party, . The execution and the consummation delivery by each of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part PECO Parties of Parent to authorize this Agreement or on the part of and each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document the Ancillary Agreements to which it is, or is specified to will be, a partyparty and the consummation by such Person of the Transactions to which it is, or will be, a party have been duly authorized by all necessary corporate, limited liability company, partnership or other comparable actions by such Person. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, been duly executed and delivered by Parenteach of the PECO Parties and constitutes a valid and binding obligation by each of the PECO Parties, such Seller enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or such Business Companyother similar Laws, as applicablenow or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Assuming Each of the PECO Parties at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is contemplated, pursuant to this Agreement, to be a party and each Ancillary Agreement to which it is contemplated, pursuant to this Agreement, to be a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by the other parties thereto, this Agreement constitutesthe applicable PECO Party’s, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicablePECO Party, in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent has all necessary corporate power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent Seller (and, if applicable, the Designated Seller Subsidiary) of this Agreement and the executionconsummation by Seller (and, delivery and performance by each of Parentif applicable, each other the Designated Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation Subsidiary) of the Transactions transactions contemplated hereby have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such or other organizational action. Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parentthis Agreement, such Seller or such Business Companyand this Agreement, as applicable. Assuming assuming the due authorization, execution and delivery of such Agreement by the other parties theretoPurchaser, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitutes its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws other Laws relating to or affecting creditors’ rights generally, generally and general equitable principles (whether considered in a proceeding Proceeding in equity or at lawLaw) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Bankruptcy Exceptions”). The Board execution, delivery and performance by Seller (and, if applicable, the Designated Seller Subsidiary) of Directors of Parent has duly and validly adopted resolutions (i) determining that this each other Transaction Agreement to which it is or will be party and the Transactions are advisable and in consummation by Seller (and, if applicable, the best interest Designated Seller Subsidiary) of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon have been, or will be at the terms Closing, duly authorized by all necessary corporate or other organizational action. Seller (and, if applicable, the Designated Seller Subsidiary) has, or will have at the Closing, duly executed and delivered each other Transaction Agreement to which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by Purchaser or its Affiliate, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the conditions set forth in this AgreementBankruptcy Exceptions.

Authority; Execution and Delivery; Enforceability. Parent Each member of the Seller Group has all necessary the requisite corporate (or similar organizational) power and authority to execute and deliver this Agreement and the other agreements and instruments to be executed and delivered by it in connection with this Agreement, including each Local Transfer Agreement, the Transition Services Agreement, the Trademark License Agreement, the Saluggia Leases and each the agreements entered into and documents executed in connection with the implementation of Parent, each other Seller and each Business Company has the Restructuring (or, upon formation, will havethe “Ancillary Agreements”) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, will be a party, and to perform its obligations hereunder and thereunder party and to consummate the TransactionsAcquisition, to the extent applicable, and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. The executionEach member of the Seller Group has taken all corporate (or similar organizational) action required by its articles of association, certificate of incorporation, bylaws or similar organizational documents, as applicable, to authorize the execution and delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreements to which it iswill be a party and to authorize the consummation of the Acquisition, or is specified to bethe extent applicable, and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each member of the Seller Group has duly executed and delivered this Agreement and, prior to the Applicable Closing Date, will have duly executed and delivered each Ancillary Agreement to which it will be a party, and (assuming the consummation of the Transactions have been (or upon formationdue authorization, will beexecution and delivery by Purchaser) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicablethis Agreement constitutes, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, will be a party will at or prior to after the Applicable Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming Date (assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will ) constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and fraudulent conveyance or similar laws relating to or Laws affecting the enforcement of creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Each of such Parent Party and its Affiliates has all necessary corporate full power and authority to execute and deliver this Agreementthe Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a party. The execution, delivery and performance by each of Parentsuch Parent Party and its Affiliates of the Transaction Documents to which it is, or is specified to be, a party and the consummation by each other Seller of such Parent Party and each Business Company has its Affiliates of the Transactions to which it is, or is specified to be, a party have been (or, upon formationwith respect to such Affiliates, prior to the Closing Date will havebe) duly authorized by all necessary corporate power or limited liability company action subject, in the case of USAi, to receipt of the USAi Stockholder Approvals, and authority no other corporate proceedings on the part of such Parent Party or its Affiliates are necessary to execute authorize this Agreement or the consummation of the Transactions. Each of such Parent Party and deliver any its Affiliates has duly executed and delivered this Agreement (to the extent a party hereto) and prior to the Effective Time will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the executionconstitutes, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a partyparty will, and after the consummation of Effective Time (assuming the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parentparty thereto), each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligations, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms. The USAi Board formed a special committee of the USAi Board, except as enforcement thereof may be limited against Parentcomposed of the four disinterested directors on the USAi Board (the "Special Committee"), such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectivelyconsider this Agreement, the “Enforceability Exceptions”)other Transaction Documents to which USAi is a party and the Transactions, and to make a recommendation with respect thereto to the entire USAi Board. The Board Special Committee, at a meeting duly called and held at which all members of Directors the Special Committee were present either in person or by telephone, (x) received the opinion of Parent has Bear, Stearns & Co. to the effect that the consideration to be received by ▇▇▇▇ ▇▇ the Transactions is fair, from a financial point of view, to the stockholders of USAi other than Universal, Liberty, Diller and their Affiliates, and (y) duly and validly unanimously (and withou▇ ▇▇▇ abstentions) adopted resolutions (i) declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi, other than stockholders party to the Transactions, and (iii) recommending that the USAi Board approve this Agreement, the other Transaction Documents to which USAi is a party and the Transactions, and that the USAi Board declare the advisability of this Agreement. After receiving and considering such resolutions of the Special Committee, the USAi Board, at a meeting duly called and held at which all directors of USAi were present either in person or by telephone, duly adopted resolutions (i) approving and declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi other than stockholders party to the Transactions, (iii) directing that this Agreement and the Transactions are advisable and in be submitted to a vote at a meeting of USAi's stockholders to be held as promptly as practicable following the best interest date of Parent and its this Agreement, (iv) recommending that such stockholders and (ii) approving adopt this Agreement and approve and authorize the Transactions upon the terms and subject to the conditions set forth extent USAi is a party thereto and (v) approving the other Transaction Documents to which USAi is a party and the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in this Agreementany way.

Authority; Execution and Delivery; Enforceability. Parent (a) Buyer has all necessary corporate or similar power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent Buyer of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions Transactions, have been (or upon formation, will be) duly authorized by all necessary corporate or similar action by Parent, such Seller or such Business Company, as applicable, Buyer and no other approval, authorization or corporate action on the part of Parent Buyer is necessary to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document Documents to which it is, Buyer is or is specified to be, will be a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company Buyer is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicableBuyer. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company Buyer is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableBuyer, enforceable against Parent, such Seller and such Business Company, as applicable, Buyer in accordance with its terms, except as enforcement thereof may be limited against ParentBuyer by the Enforceability Exceptions. (b) The Executive Committee of the board of directors of Buyer Pubco, such Seller by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or such Business Company by modified in any way, has duly (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining determined that this Agreement and the Transactions are advisable fair to and in the best interest interests of Parent Buyer Pubco and its stockholders and (ii) approving approved this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementdeclared their advisability.

Authority; Execution and Delivery; Enforceability. Parent (a) The Company has all necessary corporate power and authority to enter into, execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and to perform and comply with each of its obligations hereunder under this Agreement and thereunder such Ancillary Agreements and, assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.7 and subject to the receipt of the Company Stockholder Approval and compliance with Regulatory Laws, to consummate the Transactions. The executionTransactions and the other transactions contemplated thereby, delivery and performance by Parent in each case, in accordance with the terms of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreements to which it is, or is specified to be, a party. The adoption, execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party, the performance and compliance by the Company with each of its obligations herein and therein, and the consummation by it of the Transactions and the transactions contemplated by such Ancillary Agreements have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business on the part of the Company, as applicableassuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.7 and subject to receipt of the Company Stockholder Approval, and no other approval, authorization or corporate action proceedings on the part of Parent the Company and no other stockholder votes are necessary to authorize this Agreement or on the part consummation by the Company of each of Parent, any other Seller or any Business the Transactions. The Company is necessary to authorize any other Transaction Document has duly and validly executed and delivered this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at dated on or prior to before the Closing bedate hereof and, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming assuming the due authorization, execution and delivery by the other parties theretoP▇▇▇▇▇ and Merger Sub, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, Ancillary Agreement constitutes a legal, valid and binding obligation of Parent, such Seller and such Business the Company, as applicable, enforceable against Parent, such Seller and such Business Company, as applicable, the Company in accordance with its terms, except as enforcement thereof subject to the qualification that such enforceability may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar reorganization or other laws of general application relating to or affecting creditors’ rights generallyof creditors and subject, as to enforceability, to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Bankruptcy and Enforceability Exceptions”). . (b) The Board of Directors of Parent has Company Board, at a meeting duly called and validly held, unanimously duly adopted resolutions (which, as of the execution and delivery of this Agreement by the Parties, have not been rescinded, modified or withdrawn in any way and are in full force and effect) (i) determining that this Agreement Agreement, the Ancillary Agreements to which the Company is a party and the Transactions Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements are advisable advisable, fair to and in the best interest interests of Parent the Company and its stockholders stockholders, approving this Agreement, the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements, and declaring that this Agreement, the Ancillary Agreements to which the Company is a party and the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approving directing that this Agreement and the Transactions upon Transactions, including the terms and subject Merger, be submitted to the conditions set forth in stockholders of the Company for its adoption and approval, and (iii) recommending that the Company’s stockholders adopt and approve this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”). (c) The only vote or consent of holders of any class or series of Shares or other Equity Interests of the Company necessary to adopt or approve this Agreement and the Ancillary Agreements to which the Company is a party and to consummate the Transactions, including the Merger, and the other transactions contemplated by such Ancillary Agreements is the affirmative vote or consent of a majority of the votes cast by the holders of Shares that are outstanding and entitled to vote thereon at the Company Stockholders Meeting (the “Company Stockholder Approval”). No other vote of the holders of Shares or any other Equity Interests of the Company, including any vote under Article Tenth of the Company Charter, is necessary to consummate the Transactions. Except for the Company Stockholder Approval and the filing of the Certificate of Merger as required by the NJBCA, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement, the Ancillary Agreements to which the Company is a party, the performance by the Company of its covenants or obligations hereunder or thereunder or the consummation of the Transactions or the other transactions contemplated by such Ancillary Agreements.

Authority; Execution and Delivery; Enforceability. Parent (a) Each of the Osmotica Shareholders (other than those who are natural persons), Osmotica and New HoldCo has all necessary the requisite corporate or other entity power and authority to execute and deliver this Agreement, Agreement and each of Parent, each Ancillary Agreement to which it is or will be a party and to consummate the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. Each Osmotica Subsidiary that is specified to be a party to any Ancillary Agreement has the requisite corporate or other Seller and each Business Company has (or, upon formation, will have) all necessary corporate entity power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, is or is specified to be, will be a party, and to perform its obligations hereunder and thereunder party and to consummate the Transactionstransactions contemplated to be consummated by it pursuant to such Ancillary Agreements. The executionEach of the Osmotica Shareholders (other than those who are natural persons), Osmotica and New HoldCo has taken all corporate or other entity action required by its organizational documents and applicable Law to authorize the execution and delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreements to which it isis or will be a party and to authorize the consummation of the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements (other than such corporate actions or proceedings as are set forth on Annex 1). Each Osmotica Subsidiary will prior to the Closing have taken all corporate or other entity action required by its organizational documents and applicable Law to authorize the execution and delivery of the Ancillary Agreements, if any, to which it is or will be a party and to authorize the consummation of the transactions contemplated to be consummated by it, if any, pursuant to such Ancillary Agreements. (b) Each Osmotica Shareholder who is specified a natural person has the legal right and power to beexecute and deliver this Agreement and the other Ancillary Agreements to which such person is or will be a party and to consummate the transactions contemplated to be consummated by such person pursuant to this Agreement and such Ancillary Agreements. (c) Each of the Osmotica Shareholders, Osmotica and New HoldCo has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement to which it is or will be a party, and (assuming the consummation of due authorization, execution and delivery by the Transactions have been (or upon formation, will beother parties hereto) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicablethis Agreement constitutes, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, is or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, will be a party will at or prior to from and after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming (assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will ) constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and fraudulent conveyance or similar laws relating to or Laws affecting the enforcement of creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject Prior to the conditions set forth Closing, each Osmotica Subsidiary will have duly executed and delivered each Ancillary Agreement, if any, to which it is or will be a party, and any Ancillary Agreement to which it is or will be a party will from and after its execution thereof (assuming the due authorization, execution and delivery by the other parties thereto) constitute its legal, valid and binding obligation, enforceable against it in this Agreementaccordance with its terms subject, as to enforcement, to the Enforceability Exceptions.

Authority; Execution and Delivery; Enforceability. Parent has all necessary corporate power The execution and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent Purchaser of this Agreement and the execution, delivery and performance consummation by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation Purchaser of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate or other organizational action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization action or corporate action proceeding on the part of Parent to authorize this Agreement Purchaser or on the part of each of Parent, any its stockholders or other Seller or any Business Company equityholders is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partythis Agreement. This Agreement Purchaser has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parentthis Agreement, such Seller or such Business Companyand this Agreement, as applicable. Assuming assuming the due authorization, execution and delivery by the other parties thereto, of this Agreement constitutesby Sellers, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitutes its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws other Laws relating to or affecting creditors’ rights generally, generally and general equitable principles (whether considered in a proceeding Proceeding in equity or at law) as from time Law). The execution and delivery by each of Purchaser and each other Affiliate of Purchaser that will be a party to time in effect, or a Transaction Agreement (ii) the exercise by courts of equity powers (collectivelysuch Affiliates, the “Enforceability ExceptionsPurchasing Affiliates”). The Board ) of Directors of Parent has duly and validly adopted resolutions (i) determining that this each other Transaction Agreement to which it is or will be party and the Transactions are advisable consummation by each of Purchaser and in the best interest each Purchasing Affiliate of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon have been, or will be at the terms Closing, as applicable, duly authorized by all necessary corporate or other organizational action and no other action or proceeding on the part of Purchaser or any of the Purchasing Affiliates or any of their respective stockholders or other equityholders is necessary to authorize the Transaction Agreements or the Transactions. Each of Purchaser and each Purchasing Affiliate has, or will have at the Closing, as applicable, duly executed and delivered each other Transaction Agreement to which it is or will be party, and such Transaction Agreement, assuming the due authorization, execution and delivery of such Transaction Agreement by a Seller or an Acquired Subsidiary, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the conditions set forth effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in this Agreementa Proceeding in equity or at Law).

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary the requisite corporate power and authority to execute and deliver this Agreement, Agreement and each the [***] = Portions of Parent, each other Seller this exhibit have been omitted and each Business Company has (or, upon formation, will havefiled separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) all necessary corporate power and authority to execute and deliver any other Transaction Document 230.406. Ancillary Agreements to which it is, or is specified to be, will be a party, and to perform its obligations hereunder and thereunder party and to consummate the Transactionstransactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. The execution, Seller has taken all corporate action required by its organizational documents to authorize the execution and delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreements to which it iswill be a party and to authorize the consummation of the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. Seller has duly executed and delivered this Agreement and, or is specified prior to bethe Closing, will have duly executed and delivered each Ancillary Agreement (other than the Supply Agreement) to which it will be a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming assuming the due authorization, execution and delivery by the other parties thereto, Purchaser of this Agreement) this Agreement constitutes, and each other Transaction Document Ancillary Agreement to which Parent, each other Seller and each Business Company is, or is specified to be, it will be a party will from and after the Closing (or, in the case of the Supply Agreement, the date of its execution) (assuming the due authorization, execution and delivery thereof by the other parties thereto) constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and fraudulent conveyance or similar laws relating to or Laws affecting the enforcement of creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent The Company has all necessary corporate full power and authority to execute this Agreement and deliver the other agreements and instruments to be executed and delivered in connection with this AgreementAgreement (the “Ancillary Agreements”) to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby (the “Transactions”). The Company has taken all actions required to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the Transactions and the issuance of the Units hereunder. All corporate action required to be taken by the Company’s Board of Managers and unitholders in order to authorize the Company to enter into this Agreement and the Ancillary Agreements, and each to issue the Units at the Closing, has been taken. All action on the part of Parentthe officers and managers of the Company necessary for the execution and delivery of this Agreement and the Ancillary Agreements, each other Seller the performance of all obligations of the Company under this Agreement and each Business the Ancillary Agreements to be performed as of the Closing, and the issuance and delivery of the Units has been taken or will be taken prior to the applicable Closing. The Company has (or, upon formation, duly executed and delivered this Agreement and prior to the Closing will have) all necessary corporate power have duly executed and authority to execute and deliver any other Transaction Document delivered each Ancillary Agreement to which it is, or is specified to be, a party, and, assuming due and to perform its obligations hereunder and thereunder and to consummate the Transactions. The executionvalid countersigning by any other applicable party thereto, delivery and performance by Parent of this Agreement and the executionconstitutes, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and the consummation party will as of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsrespective terms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent has Seller and its Subsidiaries had or have (as applicable) all necessary requisite corporate power and authority and full legal capacity to execute the Original Agreement and deliver this Agreement, Amended Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party, and to fully perform its obligations hereunder and or thereunder and to consummate the TransactionsAcquisition, and the other transactions contemplated hereby and thereby. The executionexecution and delivery by Seller and its Subsidiaries of the Original Agreement, delivery and performance by Parent of this Amended Agreement and the executionAncillary Agreements to which it is, delivery or is specified to be, a party and performance the consummation by each of Parent, each other Seller and the Subsidiary Transferors of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller and the Subsidiary Transferors, and no other action on the part of Seller or the Subsidiary Transferors is necessary to authorize this Amended Agreement or the Ancillary Agreements or the consummation of the Acquisition or the other transactions contemplated hereby or thereby. Seller has duly executed and delivered the Original Agreement, this Amended Agreement and, at or prior to the Closing, Seller and its Subsidiaries will have duly executed and delivered each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due execution and the consummation of the Transactions have been (or upon formationdelivery by Purchaser, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Amended Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has beenconstitutes Seller’s, and each other Transaction Document Ancillary Agreement to which Parent, such Seller or such Business Company its Subsidiary is, or is specified to be, a party will at or prior to the Closing bewill, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, after execution and delivery by Seller or its Subsidiary (as the other parties theretocase may be), this Agreement constitutes, constitute Seller’s and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a such Subsidiary’s legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws affecting creditors’ rights generallygenerally and subject to general principles of equity, general equitable principles (regardless of whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this AgreementLaw.

Authority; Execution and Delivery; Enforceability. Parent (a) Each of the Vertical/Trigen Shareholders (other than those who are natural persons) and Vertical/Trigen has all necessary the requisite corporate or other entity power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller Ancillary Agreement to which it is or will be a party and each Business to consummate the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. Each Vertical/Trigen Company has (or, upon formation, will have) all necessary the requisite corporate or other entity power and authority to execute and deliver any other Transaction Document the Ancillary Agreements, if any, to which it is, is or is specified to be, will be a party, and to perform its obligations hereunder and thereunder party and to consummate the Transactionstransactions contemplated to be consummated by it, if any, pursuant to such Ancillary Agreements. The execution, Each of the Vertical/Trigen Shareholders (other than those who are natural persons) and Vertical/Trigen has taken all corporate or other entity action required by its organizational documents and applicable Law to authorize the execution and delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreements to which it isis or will be a party and to authorize the consummation of the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements (other than such corporate actions or proceedings as are set forth on Annex 1). Each Vertical/Trigen Company will prior to the Closing have taken all corporate or other entity action required by its organizational documents and applicable Law to authorize the execution and delivery of the Ancillary Agreements, if any, to which it is or will be a party and to authorize the consummation of the transactions contemplated to be consummated by it, if any, pursuant to such Ancillary Agreements. (b) Each Vertical/Trigen Shareholder who is specified a natural person has the legal right and power to beexecute and deliver this Agreement and the other Ancillary Agreements to which such person is or will be a party and to consummate the transactions contemplated to be consummated by such person pursuant to this Agreement and such Ancillary Agreements. (c) Each of the Vertical/Trigen Shareholders and Vertical/Trigen has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement to which it is or will be a party, and (assuming the consummation of due authorization, execution and delivery by the Transactions have been (or upon formation, will beother parties hereto) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicablethis Agreement constitutes, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, is or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, will be a party will at or prior to from and after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming (assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will ) constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject Prior to the conditions set forth Closing, each Vertical/Trigen Company will have duly executed and delivered each Ancillary Agreement, if any, to which it is or will be a party, and any Ancillary Agreement to which it is or will be a party will from and after its execution thereof (assuming the due authorization, execution and delivery by the other parties thereto) constitute its legal, valid and binding obligation, enforceable against it in this Agreementaccordance with its terms subject, as to enforcement, to the Enforceability Exceptions.

Authority; Execution and Delivery; Enforceability. Parent (a) P&G has all necessary the requisite corporate power and authority to execute this Agreement and deliver the other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated to be consummated by it by this Agreement, Agreement and such Transaction Documents. As of the Closing Date each of Parent, each other Seller and each Business Company has (or, upon formation, Selling Affiliate will have) all necessary have the requisite corporate power and authority to execute and deliver any other the Transaction Document Documents to which it is, is or is specified to be, will be a party, and to perform its obligations hereunder and thereunder party and to consummate the Transactions. The execution, delivery and performance transactions contemplated to be consummated by Parent of it by this Agreement and such Transaction Documents. (b) P&G has taken all corporate action required by its Constitutive Documents to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is or will be a party and to authorize the consummation of the transactions contemplated to be consummated by it hereunder and thereunder. As of the Closing Date each Selling Affiliate will have taken all corporate action required by its Constitutive Documents to authorize the execution, delivery and performance of Parent, the Transaction Documents to which it will be a party and to authorize the consummation of the transactions contemplated to be consummated by it thereunder. (c) P&G has duly executed and delivered this Agreement and as of the Closing will have duly executed and delivered each other Seller and each Business Company of any other Transaction Document to which it is, is or is specified to be, will be a party, and, assuming the proper execution and delivery of this Agreement and the consummation of the Transactions have been Transaction Documents by Purchaser (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Companyits Affiliate, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto), this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, it is or is specified to be, will be a party will as of the Closing constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except subject, as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and fraudulent conveyance or similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board As of Directors the Closing each Selling Affiliate will have duly executed and delivered each Transaction Document to which it will be a party, and, assuming the proper execution and delivery of Parent has duly the Transaction Documents by Purchaser (or its Affiliate, as applicable), each Transaction Document to which a Selling Affiliate will be a party will as of the Closing constitute, such Selling Affiliate’s legal, valid and validly adopted resolutions binding obligation, enforceable against it in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles (i) determining that this Agreement and the Transactions are advisable and whether considered in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth a proceeding in this Agreementequity or at law).

Authority; Execution and Delivery; Enforceability. Parent (a) The Trustee, in compliance with E▇▇▇▇, (i) has been appointed by the Company, (ii) has accepted their appointment as an independent fiduciary to act on behalf of the ESOP, and with respect to the Contemplated Transactions, and (iii) is a fiduciary as described in Section 3(21)(A) of ERISA. (b) The ESOP has full power, authority, and capacity to enter into and perform its obligations under this Agreement and the Related Documents to which the ESOP is a party and to consummate the Contemplated Transactions. The execution, delivery, and performance by the ESOP of this Agreement and any Related Document to which the ESOP is a party and the consummation by the ESOP of the Contemplated Transactions have been duly authorized by all requisite action on the part of the ESOP. (c) The Trustee has engaged the ESOP Financial Advisor, which is an “independent appraiser” meeting the requirements of Section 401(a)(28)(C) of the Code on which the Trustee is entitled to rely on behalf of the ESOP in connection with the Related Documents. (d) This Agreement is, and each of the other Related Documents to which the ESOP or the Trustee (on behalf of the Trust) is a party are or will be as of the Closing, duly authorized, executed, and delivered by the Trustee, as the case may be, and constitute valid and legally binding agreements of the ESOP enforceable against the Trust or the Trustee (on behalf of the Trust). (e) Each Seller and/or the Sellers’ Representative, as applicable, has all necessary corporate requisite power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Related Documents to which it is, or such Seller and/or the Sellers’ Representative is specified to be, a party, and to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. The executionexecution and delivery by the Sellers and/or the Sellers’ Representative, delivery and performance by Parent as applicable, of this Agreement has been, and in the execution, delivery and performance by each case of Parent, each other Seller and each Business Company of any other Transaction Document the Related Documents to which it is, or is specified to be, any Seller and/or the Sellers’ Representative will be a partyparty will be when delivered, and the consummation of the Contemplated Transactions have been (or upon formationhas been, and the consummation of the Contemplated Transactions with respect to the Related Documents to which any Seller and/or the Sellers’ Representative will be) be a party will be when delivered, duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate requisite action on the part of Parent to authorize this Agreement or on the part of each of ParentSellers and/or the Sellers’ Representative, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partyas applicable. This Agreement has been, and upon its execution and delivery each other Transaction Document of the Related Documents to which Parent, such any Seller or such Business Company is, or is specified to be, and/or the Sellers’ Representative will be a party will at or prior to the Closing be, duly and validly executed and delivered by Parent, such Seller or such Business Companythe Sellers and/or the Sellers’ Representative, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this This Agreement constitutes, and upon its execution and delivery each other Transaction Document of the Related Documents to which Parent, each other any Seller and each Business Company is, or is specified to be, and/or the Sellers’ Representative will be a party will constitute, assuming that this Agreement and each of the Related Documents to which Purchaser will be a legalparty have been duly authorized, executed, and delivered by Purchaser, a valid and binding obligation of Parent, such Seller and such Business Companythe Sellers and/or the Sellers’ Representative, as applicable, enforceable against Parent, such Seller and such Business Companythe Sellers and/or the Sellers’ Representative, as applicable, in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) in each case subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and similar laws relating to or Laws affecting creditors’ rights generally, and remedies generally and subject to general equitable principles of equity (regardless of whether enforceability is considered in a proceeding at law or equity). (f) The Company has determined a vote of the shareholders of the Company is not required in equity or at lawconnection with the consummation of the Contemplated Transactions and, therefore, a vote of ESOP Participants as described in Code Section 409(e)(3) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementis not required.

Authority; Execution and Delivery; Enforceability. Parent has all necessary corporate power and authority to execute and deliver this AgreementExcept as set forth in Section 2.02 of the Seller Disclosure Schedule, and each of Parent, each other Seller and each Business Company Seller Party has (or, upon formation, will have) all necessary requisite corporate power to enter into, consummate the transactions contemplated by, and authority to execute and deliver any other carry out its obligations under, each of the Transaction Document Agreements to which it is, is or is specified to be, will be a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, execution and delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company Seller Party of any other the Transaction Document Agreements to which it is, is or is specified to be, will be a party, and the consummation by Seller and each Seller Party of the Transactions transactions contemplated by, and the performance by Seller and each Seller Party of its obligations under, such Transaction Agreements have been (or upon formation, will be) duly authorized by all necessary requisite corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of Seller and each of ParentSeller Party, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partyas applicable. This Agreement has been, and each upon execution and delivery of the other Transaction Document Agreements to which ParentSeller and each Seller Party is or will be a party, such Seller or such Business Company is, or is specified to be, a party other Transaction Agreements will at or prior to the Closing be, duly executed and delivered by ParentSeller and each Seller Party, and this Agreement constitutes, and upon execution and delivery of the other Transaction Agreements to which Seller and each Seller Party is or will be a party, such Seller or such Business Company, as applicable. Assuming the other Transaction Agreements will constitute (assuming due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other party to such Transaction Document to which ParentAgreement), each other Seller and each Business Company is, or is specified to be, a party will constitute, a the legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableeach Seller Party, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parentsubject to the effect of any applicable bankruptcy, such Seller or such Business Company by (i) bankruptcyreorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, reorganization, moratorium and conveyance or similar laws Laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other the Principal Transaction Document Documents to which it isis a party and, or is specified subject to bereceipt of the Company Stockholder Approval and assuming the accuracy of the representations set forth in Section 4.10, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The Assuming the accuracy of the representations set forth in Section 4.10, execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other each Principal Transaction Document to which it is, or is specified to be, a party, party and the consummation by the Company of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or the Company and no other corporate proceedings on the part of each of Parent, any other Seller the Company or any Business the Company is Stockholders are necessary to authorize any other approve this Agreement and to consummate the Transactions, subject, in the case of the Exchange Transactions, the issuance of shares of Class A Common Stock issuable pursuant to the Rights Offering Backstop Agreement, the adoption of the MIP and the filing of the Amended and Restated Charter with the Secretary of State of Delaware, to receipt of the Company Stockholder Approval and the Amended and Restated Charter Approval, respectively. The Company has duly executed and delivered each Principal Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parentand, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming assuming the due authorization, execution and delivery by of such Principal Transaction Documents on behalf of the other parties hereto and thereto, this Agreement constitutes, and each other such Principal Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitutes its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be subject to such enforceability potentially being limited against Parent, such Seller or such Business Company by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar or other laws relating to or affecting the enforcement of creditors’ rights generally, generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). . (b) The Board of Directors of Parent Finance Committee has duly and validly adopted resolutions (i) determining determined that the terms of this Agreement and the Transactions other Principal Transaction Documents and the Transactions, including the Exchange Transactions, are advisable fair to, and in the best interest of Parent interests of, the Company and its stockholders and the Company Stockholders, (ii) approving determined that it is in the best interests of the Company and the Company Stockholders and declared it advisable that the Company enter into this Agreement and the other Principal Transaction Documents, and (iii) resolved to make the Finance Committee Recommendation to the Company Board. (c) The Company Board, acting upon the Finance Committee Recommendation, at a meeting duly called and held, has (i) determined that the terms of this Agreement and the other Principal Transaction Documents and the Transactions, including the Exchange Transactions, are fair to, and in the best interests of, the Company and the Company Stockholders, (ii) determined that it is in the best interests of the Company and the Company Stockholders and declared it advisable that the Company enter into this Agreement and the other Principal Transaction Documents, (iii) approved the execution and delivery by the Company of this Agreement and the other Principal Transaction Documents, the performance by the Company of its covenants and agreements contained herein and therein and the consummation of the Exchange Transactions and the other Transactions upon the terms and subject to the conditions set forth contained herein and in this Agreementthe other Principal Transaction Documents, and (iv) resolved to make to the Company Stockholders the Company Board Recommendation, which resolutions have not been rescinded, modified or withdrawn in any way.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary full corporate power and authority to execute this Agreement and deliver the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby (except, in respect of Seller’s authority to consummate the Acquisition and the other transactions contemplated hereby and thereby, for the approval of the Acquisition and the other transactions contemplated hereby by the requisite number of votes at the Seller EGM). The execution and delivery by Seller of this AgreementAgreement and the Ancillary Agreements to which it is, or is specified to be, a party and each the consummation by it of Parent, each the Acquisition and the other Seller transactions contemplated hereby and each Business Company has (or, upon formation, will have) thereby have been duly authorized by all necessary corporate power action and authority no further action is required in connection therewith, other than approval of the Acquisition and the other transactions contemplated hereby by the requisite number of votes at the Seller EGM. Seller has duly executed and delivered this Agreement and on or prior to execute the Closing will have duly executed and deliver any other Transaction Document delivered each Ancillary Agreement to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the executionconstitutes, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof (i) to the extent that such enforceability may be limited against Parent, such Seller or such Business Company by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, general equitable and by principles of equity regarding the availability of remedies (whether considered in a proceeding at law or in equity or at lawequity) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.and

Authority; Execution and Delivery; Enforceability. Parent (a) RAI has all necessary corporate full power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by, and each of Parentto carry out its obligations under, each other Seller this Agreement and each Business Company such Ancillary Agreement. Each of the RAI Asset Owners has (or, upon formation, will have) all necessary corporate full power and authority to execute and deliver any other Transaction Document each Ancillary Agreement to which it is, or is specified to be, a party, and to perform consummate the transactions contemplated to be consummated by it by, and to carry out its obligations hereunder and thereunder and to consummate the Transactions. The executionunder, delivery and performance by Parent of this Agreement and the execution, each such Ancillary Agreement. (b) The execution and delivery and performance by each RAI Party of Parent, each other Seller and each Business Company of any other the Transaction Document Agreements to which it such RAI Party is, or is specified to be, a party, and the consummation by such RAI Party of the Transactions transactions contemplated by, and the performance by such RAI Party of its obligations under, the Transaction Agreements have been (or upon formation, will be) duly authorized by all necessary requisite corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate equivalent action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. such RAI Party. (c) This Agreement has been, and upon execution and delivery each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party Ancillary Agreement will at or prior to the Closing be, duly executed and delivered by Parentthe RAI Party party thereto, such Seller or such Business Company, as applicable. Assuming the and (assuming due authorization, execution and delivery by the other party or parties thereto, ) this Agreement constitutes, and upon execution and delivery each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party Ancillary Agreement will constitute, a legal, valid and binding obligation obligations of Parent, each such Seller and such Business Company, as applicableRAI Party party thereto, enforceable against Parent, each such Seller and such Business Company, as applicable, RAI Party party thereto in accordance with its their respective terms, except as enforcement thereof may be limited against Parentsubject to the effect of any applicable Laws relating to bankruptcy, such Seller or such Business Company by (i) bankruptcyreorganization, insolvency, moratorium, fraudulent conveyanceconveyance or preferential transfers, reorganization, moratorium and or similar laws Laws relating to or affecting creditors’ rights generally, generally and to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary full corporate power and authority to execute this Agreement and deliver the other agreements and instruments to be executed and delivered in connection with this AgreementAgreement (the “Ancillary Agreements”) to which it is, or is specified to be, a party and each to consummate the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of Parentthe Seller Affiliates has full corporate, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate company or partnership power and authority to execute the Ancillary Agreements to which it is, or is specified to be, a party and deliver any other Transaction Document to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has taken all corporate action required by its articles of incorporation and by-laws to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of the Seller Affiliates has taken all corporate, company or partnership action required by its comparable organizational documents to authorize the execution and delivery of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has duly executed and delivered this Agreement and on or prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to perform which it is, or is specified to be, a party will after the Closing constitute, its obligations hereunder legal, valid and thereunder and to consummate binding obligation, enforceable against it in accordance with the Transactions. The execution, delivery and performance by Parent terms of this Agreement or such Ancillary Agreement subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Each of the execution, delivery Seller Affiliates on or prior to the Closing will have duly executed and performance by delivered each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsthe terms of such Ancillary Agreement subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent has Seller and its Subsidiaries had or have (as applicable) all necessary requisite corporate power and authority and full legal capacity to execute this Agreement and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party, and to fully perform its obligations hereunder and or thereunder and to consummate the TransactionsAcquisition, and the other transactions contemplated hereby and thereby. The execution, execution and delivery by Seller and performance by Parent its Subsidiaries of this Agreement and the executionAncillary Agreements to which it is, delivery or is specified to be, a party and performance the consummation by each of Parent, each other Seller and the Subsidiary Transferors of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller and the Subsidiary Transferors, and no other action on the part of Seller or the Subsidiary Transferors is necessary to authorize this Agreement or the Ancillary Agreements or the consummation of the Acquisition or the other transactions contemplated hereby or thereby. Seller has duly executed and delivered this Agreement and, at or prior to the Closing, Seller and its Subsidiaries will have duly executed and delivered each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due execution and the consummation of the Transactions have been (or upon formationdelivery by Purchaser, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has beenconstitutes Seller’s, and each other Transaction Document Ancillary Agreement to which Parent, such Seller or such Business Company its Subsidiary is, or is specified to be, a party will at or prior to the Closing bewill, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, after execution and delivery by Seller or its Subsidiary (as the other parties theretocase may be), this Agreement constitutes, constitute Seller’s and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a such Subsidiary’s legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws affecting creditors’ rights generallygenerally and subject to general principles of equity, general equitable principles (regardless of whether considered in a proceeding in equity or at lawLaw. All information submitted by Seller or Purchaser under applicable Review Laws, including any information provided to Purchaser or Seller (as applicable) as from time to time in effectconnection with filings under Review Laws, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject information submitted to the conditions set forth Monitoring Trustee and European Commission has been and will be true, correct and complete in this Agreementall material respects.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary limited liability company, corporate or other power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the TransactionsTransaction, subject, in the case of the consummation of the Merger by Merger Sub, to the approval of this Agreement by Parent, as the sole member of Merger Sub, which approval will be obtained and delivered to Seller Representative as soon as reasonably practicable following the execution of this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and the consummation by Parent and Merger Sub of the Transactions Transaction, have been (or upon formation, will be) duly authorized by all necessary limited liability company, corporate action or other action, subject, in the case of the consummation of the Merger by Merger Sub, to the approval of this Agreement by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part sole member of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partyMerger Sub. This Agreement has beenbeen duly executed and delivered by Parent and Merger Sub, and each other Transaction Document Ancillary Agreement to which Parent, such Seller Parent or such Business Company Merger Sub is, or is specified to be, a party will at or prior to the Closing be, Effective Time be duly executed and delivered by Parent, such Seller Parent or such Business CompanyMerger Sub, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document Ancillary Agreement to which Parent, each other Seller and each Business Company Parent or Merger Sub is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business CompanyParent or Merger Sub, as applicable, enforceable against Parent, such Seller and such Business Company, as applicable, Parent or Merger Sub in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller Parent or such Business Company Merger Sub by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”)powers. The Board No vote of Directors holders of any class or series of equity interests of Parent has duly is required in connection with the execution, delivery and validly adopted resolutions (i) determining that performance by Parent of this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this any Ancillary Agreement to which it is, or is specified to be, a party, and the Transactions upon consummation by Parent of the terms and subject to the conditions set forth in this AgreementTransaction.

Authority; Execution and Delivery; Enforceability. Parent Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Ancillary Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent Purchaser of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Ancillary Document to which it is, or is specified to be, a party, and the consummation by Purchaser of the Transactions Transactions, have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partyaction. This Agreement has beenbeen duly executed and delivered by Purchaser, and each other Transaction Ancillary Document to which Parent, such Seller or such Business Company Purchaser is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicablePurchaser. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Ancillary Document to which Parent, each other Seller and each Business Company Purchaser is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicable, Purchaser enforceable against Parent, such Seller and such Business Company, as applicable, Purchaser in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company Purchaser by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (ii) the exercise by courts of equity powers (collectivelypowers. No vote of holders of any class or series of capital stock of Purchaser is required in connection with the execution, the “Enforceability Exceptions”). The Board delivery and performance by Purchaser of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement any Ancillary Document to which it is, or is specified to be, a party and the Transactions upon consummation by Purchaser of the terms and subject to the conditions set forth in this AgreementTransactions.

Authority; Execution and Delivery; Enforceability. Parent Each of the Seller Entities, as applicable, has all necessary corporate full power (corporate, limited liability company, or otherwise) and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder thereunder, as applicable, and to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The executionexecution and delivery by the Seller Entities, delivery and performance by Parent as applicable, of this Agreement and the executionAncillary Agreements to which it is, delivery or is specified to be, a party and performance the consummation by the Seller Entities, as applicable, of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller Entities, as applicable, and no other action on the part of the Seller Entities, as applicable, is necessary to authorize this Agreement and the Ancillary Agreements or the consummation of the Acquisition and the other transactions contemplated hereby or thereby. The Seller has duly executed and delivered this Agreement and, at the Closing, each of Parent, the Seller Entities will have duly executed and delivered each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due execution and delivery by the consummation applicable Purchaser Entities and, in the case of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of ParentAncillary Agreements, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it isparty thereto, or is specified to be, a party. This this Agreement has beenconstitutes the Seller’s, and each other Transaction Document Ancillary Agreement to which Parent, such any of the Seller or such Business Company Entities is, or is specified to be, a party will at or prior to the Closing bewill, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, after execution and delivery by the other parties theretosuch Seller Entity, this Agreement constitutes, and each other Transaction Document to which Parent, each other constitute such Seller and each Business Company is, or is specified to be, a party will constitute, a Entity’s legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its respective terms, except as enforcement thereof that such enforceability (i) may be limited against Parent, such Seller or such Business Company by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to or affecting the enforcement of creditors’ rights generallygenerally and (ii) is subject to general principles of equity, general equitable principles (regardless of whether considered in a proceeding in equity or at lawLaw (clauses (i) as from time to time in effect, or and (ii) the exercise by courts of equity powers (), collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent Each of Stockholder and OEP is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and the execution and delivery by Stockholder and OEP of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company or limited partnership, as applicable, action on the part of Stockholder and OEP, their respective governing body, members, shareholders and trustees, as applicable. Each of Stockholder and OEP has all necessary corporate requisite limited liability company or limited partnership, as applicable, power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder Agreement and to consummate the Transactionstransactions contemplated hereby. Each of Stockholder and OEP has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes the valid and binding obligation of Stockholder and OEP, enforceable against Stockholder and OEP in accordance with its terms. The execution, delivery and performance by Parent of this Agreement by Stockholder and OEP do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the Subject Shares under, (A) any provision of any contract, permit, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, partnership or joint venture agreement or other legally binding agreement, (each, a “Contract”) to which Stockholder or OEP is a party or by which any Subject Shares are bound, (B) any trust or other organizational document of Stockholder or OEP, or (C) subject to the filings and other matters referred to in the next sentence, any Law applicable to Stockholder, OEP or the Subject Shares. No consent, approval, order or authorization (collectively, “Consent”) of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by or with respect to Stockholder or OEP in connection with the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, this Agreement or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, issuance of the Subject Shares to Stockholder other than as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery contemplated by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicable, enforceable against Parent, such Seller and such Business Company, as applicable, in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Purchase Agreement.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary corporate full power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, the Selling Subsidiaries will have) all necessary corporate have full power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it each of them is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement, and the execution and delivery by Seller and the Selling Subsidiaries of the Ancillary Agreements to which each of them is, or is specified to be, a party and the consummation by Seller and the Selling Subsidiaries of the Acquisition and the other transactions contemplated hereby and thereby have been or will be duly authorized by all necessary corporate or other action. Seller has duly executed and delivered this Agreement and, prior to the Closing, Seller and the Selling Subsidiaries will have duly executed and delivered each Ancillary Agreement to which each of them is, or is specified to be, a party, and, assuming the due execution and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party such Ancillary Agreement will at the Closing constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableor the Selling Subsidiary party thereto, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or similar laws Laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementequity.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary legal right, power and authority (including full corporate power and authority authority, to execute the extent applicable) to sell, convey, transfer, assign and deliver the Transferred Assets to the Buyer as contemplated by this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power legal right, power, and authority to execute execute, deliver and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and under the other Transaction Documents to consummate the Transactionswhich it is a party. The execution, execution and delivery and performance by Parent of this Agreement and the other Transaction Documents by Seller and the consummation by Seller of the Contemplated Transactions have been duly authorized by all necessary action on the part of Seller. Seller has taken all action required by Requirements of Law or otherwise to authorize and to approve the execution, delivery and performance by each of Parentthis Agreement, each other Seller and each Business Company of any the other Transaction Document Documents to which it is, or is specified to be, be a party, party and the consummation of the Transactions have been (documents, agreements and certificates executed and delivered by it or upon formation, will be) duly authorized to be executed and delivered by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, it in connection herewith and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partytherewith. This Agreement has beenis, and each other Transaction Document to which ParentSeller is to be a party, such Seller or such Business Company iswhen executed and delivered by Seller, or is specified to beas applicable, a party will at or prior to the Closing will be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, shall constitute a party will constitute, a legal, valid and legally binding obligation of Parent, such Seller and such Business Company, as applicableSeller, enforceable against Parent, such Seller and such Business Company, as applicable, in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, and remedies and generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effectof equity. All individuals who have executed this Agreement on behalf of Seller, or (ii) the exercise who will execute on behalf of Seller any other Transaction Document or other documents, agreements and certificates in connection herewith or therewith, have been duly authorized to do so by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementall necessary corporate action.

Authority; Execution and Delivery; Enforceability. Parent has all necessary corporate power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent Seller of this Agreement and the execution, delivery and performance consummation by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions transactions contemplated hereby have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such or other organizational action. Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parentthis Agreement, such Seller or such Business Companyand this Agreement, as applicable. Assuming assuming the due authorization, execution and delivery of such Agreement by the other parties theretoPurchaser, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitutes its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws other Laws relating to or affecting creditors’ rights generally, generally and general equitable principles (whether considered in a proceeding Proceeding in equity or at lawLaw) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Bankruptcy Exceptions”). The Board of Directors of Parent has duly execution, delivery and validly adopted resolutions performance by Seller (i) determining that this Agreement and, if applicable, the Designated Seller Subsidiary and the Transactions are advisable and in the best interest New Seller Subsidiary) of Parent and its stockholders and (ii) approving this each other Transaction Agreement to which it is or will be party and the consummation by Seller (and, if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) of the Transactions upon have been, or will be at the terms Closing, duly authorized by all necessary corporate or other organizational action. Seller (and, if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) has, or will have at the Closing, duly executed and delivered each other Transaction Agreement to which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by the other parties thereto, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the conditions set forth in this AgreementBankruptcy Exceptions.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary the requisite corporate or other entity power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, is or is specified to be, will be a party, and to perform its obligations hereunder and thereunder party and to consummate the Transactions. The executiontransactions contemplated hereby and thereby, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each Seller of Parentits obligations hereunder and thereunder have been, each other Seller or, prior to the execution and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formationdelivery thereof, will be) have been, duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate entity action on the part of Parent Seller. Each Affiliate of Seller (including the Transferred Entity) that is or will be a party to authorize this any Ancillary Agreement has the requisite corporate or other entity power and authority to execute and deliver such Ancillary Agreement and to consummate the transactions contemplated thereby, and the execution, delivery and performance by such Affiliate of its obligations thereunder have been, or, prior to the execution and delivery thereof, will have been, duly authorized by all necessary corporate or other entity action on the part of each of Parentsuch Affiliate. Seller has or, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it isat the applicable time, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, have duly executed and delivered this Agreement and each Ancillary Agreement to which it is or will be a party, and (assuming the due authorization, execution and delivery by Parent, such Seller Purchaser or such Business Company, as applicable. Assuming its applicable Affiliate) this Agreement and each Ancillary Agreement to which it is or will be a party (assuming the due authorization, execution and delivery by the other parties thereto) constitutes or, this Agreement constitutesat the applicable time, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and fraudulent conveyance or similar laws relating to or Laws affecting the enforcement of creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.the

Authority; Execution and Delivery; Enforceability. Each of Parent and Seller has all necessary corporate the requisite capacity, power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Ancillary Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by each of Parent and Seller of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Ancillary Document to which it is, or is specified to be, a party, and the consummation by Parent and Seller of the Transactions Transactions, have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partyand Seller. This Agreement has beenbeen duly executed and delivered by Parent and Seller, and each other Transaction Document Ancillary Document, to which Parent, such either Seller or such Business Company Parent is, or is specified to be, a party will at or prior to the Closing beClosing, be duly executed and delivered by Parent, such Seller Parent or such Business CompanySeller, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Ancillary Document to which Parent, each other Parent or Seller and each Business Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business CompanyParent or Seller, as applicable, enforceable against Parent, such Parent or Seller and such Business Company, as applicable, in accordance with its terms, except as enforcement thereof may be limited against Parent, such Parent or Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementpowers.

Authority; Execution and Delivery; Enforceability. Each of Parent and Seller has all necessary full corporate power and authority to execute this Agreement and deliver this Agreementthe Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each of ParentParent and Seller of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by each of Parent and Seller of the Acquisition and the other Seller transactions contemplated hereby and each Business Company has (or, upon formation, will have) thereby have been duly authorized by all necessary corporate power action on the part of Parent and authority Seller, and no other corporate proceedings on the part of Parent or Seller are necessary to execute authorize this Agreement and deliver any the Ancillary Agreements or the consummation of the Acquisition and the other Transaction Document transactions contemplated hereby or thereby. Each of Parent and Seller has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due execution and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and each Ancillary Agreement by the executionother parties hereto and thereto, delivery and performance by each of Parentthis Agreement constitutes, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementequity.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary full corporate power and authority to execute this Agreement and deliver the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by this Agreement, Agreement and each of Parentsuch Ancillary Agreements. Prior to the Closing, each other Seller and each Business Company has (or, upon formation, will have) all necessary Subsidiary shall have full corporate power and authority to execute the Ancillary Agreements to which it is, or is specified to be, a party and deliver any other Transaction Document to consummate the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Seller has taken all corporate action required by its Articles of Incorporation and By-laws or similar organizational documents to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Prior to the Closing, each Seller Subsidiary shall have taken all corporate action required by its comparable organizational documents to authorize the execution and delivery of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreement. Seller has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to perform which it is, or is specified to be, a party will after the Closing constitute, its obligations hereunder legal, valid and thereunder binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to consummate general equitable principles. Each of the Transactions. The execution, delivery Seller Subsidiaries prior to the Closing will have duly executed and performance by Parent of this delivered each Ancillary Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicablethis Agreement constitutes, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent Each of Seller and Seller Sub has all necessary corporate full power and authority to execute this Agreement and deliver this Agreementthe Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each of Parent, each other Seller and Seller Sub of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by each Business Company has (or, upon formation, will have) of Seller and Seller Sub of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate power action. Seller, as the sole stockholder of Seller Sub, has authorized the Acquisition and authority the other transactions contemplated hereby. No other corporate proceedings on the part of Seller or Seller Sub are necessary to execute authorize this Agreement and deliver any other Transaction Document the Ancillary Agreements and the transactions contemplated hereby and thereby. Each of Seller and Seller Sub has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the executionconstitutes, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent Purchaser and each Purchaser Affiliate has all necessary the requisite corporate or other entity power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to be, will be a party, and to perform its obligations hereunder and thereunder party and to consummate the TransactionsAcquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. The execution, Purchaser has taken all corporate or other entity action required by its organizational documents and applicable Law to authorize the execution and delivery and performance by Parent of this Agreement and the executionconsummation of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement, delivery and performance by each of Parentand, each other Seller prior to the Closing, Purchaser and each Business Company Purchaser Affiliate will have taken all corporate or other entity action required by its organizational documents and applicable Law to authorize the execution and delivery of any other Transaction Document the Ancillary Agreements to which it is, or is specified to be, will be a party, party and the consummation of the Transactions have been (or upon formation, will be) duly authorized Acquisition and the other transactions contemplated to be consummated by all necessary corporate action it by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partyAncillary Agreements. This Agreement Purchaser has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parentthis Agreement and, such Seller or such Business Companyprior to the Closing, as applicable. Assuming Purchaser and each Purchaser Affiliate will have duly executed and delivered each Ancillary Agreement to which it will be a party, and (assuming the due authorization, execution and delivery by the other parties thereto, ) this Agreement constitutes, and each other Transaction Document to which Parentand, as of the Closing, each other Seller and each Business Company is, or is specified to be, a party such Ancillary Agreement will as of the Closing constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent If such Seller is an entity, it has all necessary requisite limited liability company, limited partnership or corporate power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Related Documents to which it is, or is specified to be, will be a party, and to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The executionIf such Seller is an entity, the execution and delivery and performance by Parent such Seller of this Agreement and has been and, in the execution, delivery and performance by each case of Parent, each other Seller and each Business Company of any other Transaction Document the Related Documents to which it is, or is specified to be, will be a party, will be when delivered, and the consummation of the Transactions transactions contemplated hereby and thereby have been (or upon formationor, in the case of the Related Documents to which it will be a party, will be) be when delivered, duly authorized by all necessary corporate action by Parentrequisite limited liability company, such Seller or such Business Company, as applicable, and no other approval, authorization limited partnership or corporate action on the part of Parent such Seller. If such Seller is a natural person, he or she has all requisite legal capacity to authorize execute and deliver this Agreement or on the part of and each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document the Related Documents to which it is, he or is specified she will be a party and to be, a partyconsummate the transactions contemplated hereby and thereby. This Agreement has been, and upon execution and delivery, each other Transaction Document of the Related Documents to which Parent, such Seller or such Business Company is, or is specified to be, will be a party will at or prior to the Closing be, duly and validly executed and delivered by Parentsuch Seller. This Agreement constitutes, and upon execution and delivery, each of the Related Documents to which such Seller or will be a party will constitute, assuming that this Agreement and each of the Related Documents to which such Business CompanySeller will be a party have been duly authorized, as applicable. Assuming the due authorization, execution executed and delivery delivered by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicable, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and each case subject to the conditions set forth in this AgreementBankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. Parent (a) The Board of Directors of Domtar has duly approved this Agreement and the other Transaction Documents and the transactions contemplated thereby, including the Arrangement. Domtar has all necessary corporate requisite power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, is or is specified contemplated to be, be a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The executionexecution and delivery by Domtar of each Transaction Document to which it is or is contemplated to be a party and the consummation by Domtar of the Transactions have been duly authorized by all requisite action on the part of Domtar. Domtar has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery and performance by Parent of the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Domtar in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the executionavailability of equitable remedies). Prior to the Effective Time, delivery Domtar will have duly executed and performance by delivered each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, is or is specified contemplated to be, be a party, and the consummation of the Transactions have been (or upon formationand, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the assuming due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, it is or is specified contemplated to be, be a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, terms (except insofar as enforcement thereof such enforceability may be limited against Parent, such Seller or such Business Company by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws relating to or affecting creditors’ rights generally, general or by principles governing the availability of equitable principles remedies). (whether considered in a proceeding in equity or at lawb) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has Domtar, at a meeting, duly called and held, duly and validly unanimously adopted (with all directors in attendance voting in favor) resolutions (i) approving this Agreement, the other Transaction Documents to which Domtar is or is contemplated to be a party, the Arrangement and the other Transactions, (ii) determining that the terms of the Arrangement, this Agreement and the other Transactions are advisable fair to and in the best interest interests of Parent and its stockholders Domtar’s shareholders, and (iiiii) approving recommending that Domtar Shareholders and holders of Domtar Options vote in favor of this Agreement Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. Domtar is not subject to a shareholders’ rights plan, or “poison pill” or similar plan. (c) The only vote or consent of holders of any class or series of Domtar Capital Shares necessary to approve this Agreement, the Arrangement and the other Transactions upon is the terms and subject Domtar Shareholder Approval. The affirmative vote or consent of the holders of Domtar Capital Shares, or any of them, is not necessary to consummate any of the conditions set forth transactions contemplated hereby, other than the Arrangement. (d) As of August 22, 2006, the Board of Directors of Domtar (or if appropriate, any committee administering the Domtar Stock Plans) has adopted such resolutions or taken such other actions as may be required to ensure that no Domtar equity awards will become vested or exercisable in this Agreementconnection with the Transactions.

Authority; Execution and Delivery; Enforceability. Parent Purchaser has all necessary the requisite corporate or other entity power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, is or is specified to be, will be a party, and to perform its obligations hereunder and thereunder party and to consummate the Transactions. The executiontransactions contemplated hereby and thereby, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each ▇▇▇▇▇▇▇▇▇ of Parentits obligations hereunder and thereunder have been, each other Seller or, prior to the execution and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formationdelivery thereof, will be) have been, duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate entity action on the part of Parent Purchaser. Each Affiliate of Purchaser that is or will be a party to authorize this any Ancillary Agreement has the requisite corporate or other entity power and authority to execute and deliver such Ancillary Agreements and to consummate the transactions contemplated thereby, and the execution, delivery and performance by such Affiliate of its obligations thereunder have been, or, prior to the execution and delivery thereof, will have been, duly authorized by all necessary corporate or other entity action on the part of each of Parentsuch Affiliate. Purchaser has or, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it isat the applicable time, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, have duly executed and delivered this Agreement and each Ancillary Agreement to which it is or will be a party, and (assuming the due authorization, execution and delivery by ParentPurchaser) this Agreement, such Seller and each Ancillary Agreement to which it is or such Business Company, as applicable. Assuming will be a party (assuming the due authorization, execution and delivery by the other parties thereto) constitutes or, this Agreement constitutesat the applicable time, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board Each Affiliate of Directors of Parent Purchaser that is or will be a party to any Ancillary Agreement has or, at the applicable time, will have duly executed and validly adopted resolutions delivered such Ancillary Agreement, and each such Ancillary Agreement (iassuming the due authorization, execution and delivery by the other parties thereto) determining that this Agreement constitutes or, at the applicable time, will constitute its legal, valid and the Transactions are advisable and binding obligation, enforceable against it in the best interest of Parent and accordance with its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject subject, as to enforcement, to the conditions set forth in this AgreementEnforceability Exceptions.

Authority; Execution and Delivery; Enforceability. Parent Purchaser has all necessary full corporate power and authority to execute this Agreement and deliver the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by this Agreement, Agreement and each such Ancillary Agreements. Each of Parent, each other Seller and each Business Company Purchaser’s subsidiaries has (or, upon formationprior to the Closing, will have) all necessary have full corporate or other power and authority to execute the Ancillary Agreements to which it is, or is specified to be, a party and deliver any to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. Purchaser has taken all corporate action required by its organizational documents to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of Purchaser’s subsidiaries has or, prior to the Closing, will have taken all corporate or other Transaction Document action required by its organizational documents to authorize the execution and delivery of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements. Purchaser has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party and, assuming due authorization, execution and delivery by the members of Seller Group party thereto, this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Each of Purchaser’s subsidiaries prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, if any, and, assuming due authorization, execution and to perform its obligations hereunder and thereunder and to consummate delivery by the Transactions. The execution, delivery and performance by Parent members of this Agreement and the execution, delivery and performance by each of ParentSeller Group party thereto, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent Each of Seller and the Company has all necessary limited liability or corporate power power, as applicable, and authority to execute and deliver this Agreement, the Transaction Documents to which Seller or the Company, as applicable, is a party (or will be a party when executed after the date hereof) and to perform Seller’s or the Company’s, as applicable, obligations hereunder and thereunder, and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery by each of Parent, each other Seller and each Business the Company has (or, upon formation, will have) all necessary corporate power of this Agreement and authority to execute and deliver any other Transaction Document to which it isSeller or the Company, as applicable is a party (or is specified to bewill be a party when executed after the date hereof), a partythe performance of Seller’s or the Company’s, and to perform its as applicable, obligations hereunder and thereunder and to consummate the Transactions. The executionconsummation by Seller or the Company, delivery and performance by Parent as applicable, of this Agreement the Transaction and the execution, delivery other transactions contemplated hereby and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions thereby have been (or upon formation, will be) duly and validly authorized by all necessary corporate or other action by Parent, such of Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming Each of Seller and the Company has duly executed and delivered this Agreement, and assuming due authorization, execution and delivery by the other parties theretoPurchaser, this Agreement constitutes, and each the other Transaction Document Documents to which ParentSeller or the Company, each other Seller and each Business Company isas applicable, or is specified to be, a party (or will constitute, be a legal, party when executed after the date hereof) will constitute a valid and binding obligation of Parent, such Seller and such Business or the Company, as applicable, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parentsubject to the effect of any Laws relating to bankruptcy, such Seller or such Business Company by (i) bankruptcyreorganization, insolvency, moratorium, fraudulent conveyanceconveyance or preferential transfers, reorganization, moratorium and or similar laws Laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent The Purchaser has all necessary corporate full power and authority and full legal capacity to execute this Agreement and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party, and to fully perform its obligations hereunder and thereunder and to consummate the TransactionsAcquisition, the Financing and the other transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Parent the Purchaser of this Agreement and the executionAncillary Agreements to which it is, delivery or is specified to be, a party and performance the consummation by the Purchaser of the Acquisition, the Financing and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and no other action on the part of the Purchaser is necessary to authorize this Agreement or the Ancillary Agreements or the consummation of the Acquisition, the Financing or the other transactions contemplated hereby or thereby. The Purchaser has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and, assuming their due execution and delivery by the consummation of the Transactions have been (or upon formationSeller, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicablethis Agreement constitutes, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has beenparty will, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, after execution and delivery by the other parties theretoPurchaser, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws affecting creditors’ rights generallygenerally and subject to general principles of equity, general equitable principles (regardless of whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this AgreementLaw.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary full corporate power and authority to execute execute, deliver and deliver perform this AgreementAgreement and the other agreements and instruments to be executed and delivered in connection with this Agreement (the “Ancillary Agreements”) to which it is, or is specified to be, a party and each to consummate the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of Parentthe Seller Affiliates has full corporate, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate company or partnership power and authority to execute execute, deliver and deliver any other Transaction Document perform the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has taken all corporate action required by its Certificate of Incorporation and By-laws to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of the Seller Affiliates has taken all corporate, company or partnership action required by its comparable organizational documents to authorize the execution, delivery and performance of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to perform which it is, or is specified to be, a party will after the Closing constitute, its obligations hereunder legal, valid and thereunder binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to consummate general equitable principles. Each of the Transactions. The execution, delivery Seller Affiliates prior to the Closing will have duly executed and performance by Parent of this delivered each Ancillary Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent (a) Subject to entry by the Bankruptcy Court of the Fee Order, the Investment Agreement Order, the Disclosure Statement Approval Order and the Confirmation Order, the Company has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is, or is specified to be, a party and each to consummate the Transaction, the Reorganization and the other transactions contemplated hereby and thereby. The execution and delivery by the Company of Parentthis Agreement and the execution by the Company or the Reorganized Company of the Ancillary Agreements to which it is, each or is specified to be, a party and the consummation by the Company of the Transaction, the Reorganization and the other Seller transactions contemplated hereby and each Business Company has (or, upon formation, will have) thereby have been duly authorized by all necessary corporate power action on the part of the Company. The Company has duly executed and authority delivered this Agreement and, prior to execute the Closing, the Company or the Reorganized Company will have duly executed and deliver any other Transaction Document delivered each Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due authorization, execution and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parentthe other parties hereto and thereto, each other Seller this Agreement constitutes, and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a partyparty will after the Closing constitute, the legal, valid and binding obligation of the Company and the consummation Reorganized Company, enforceable against the Company and the Reorganized Company in accordance with its terms, subject to entry by the Bankruptcy Court of the Transactions have been Fee Order, the Investment Agreement Order, the Disclosure Statement Approval Order and the Confirmation Order. (b) No vote or upon formation, will beapproval by any stockholder or equityholder of the Company or any Company Subsidiary is required in connection with (i) duly authorized the execution and delivery by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part Company of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicable, enforceable against Parent, such Seller and such Business Company, as applicable, in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts consummation of equity powers (collectivelythe Transaction, the Reorganization and the other transactions contemplated hereby and thereby. (c) The board of directors of the Company (the “Enforceability ExceptionsCompany Board”). The Board of Directors of Parent ) has duly authorized and validly adopted resolutions (i) determining that this Agreement approved the Investor Commitment Papers, the ABL Facility Commitment Papers and the Transactions are advisable and Term Loan Facility Commitment Papers. (d) The Bankruptcy Court has entered an order in the best interest of Parent Cases approving the amendment to the DIP Facility in the form attached as Exhibit L to the Investor Commitment Letter, and its stockholders such order is in full force and (ii) approving this Agreement effect without reversal, modification or stay and the Transactions upon the terms and is not subject to the conditions set forth in this Agreementa pending motion for reconsideration, revocation, reversal, modification, stay or appeal.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary full corporate power and authority to execute this Agreement and deliver the other agreements and instruments to be executed and delivered in connection with this Agreement (including the Transferred Technology License, the Excluded Patents and Technology License, the Excluded Close-Up Trademarks and Technology License, the Transitional Services Agreement, the Manufacturing Agreement and each the Lemelson Sublicense) (the "Ancillary Agreements") to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of Parent, each other the Seller and each Business Company Affiliates has (or, upon formation, will have) all necessary full corporate power and authority to execute the Ancillary Agreements to which it is, or is specified to be, a party and deliver any other Transaction Document to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has taken all corporate action required by its Certificate of Incorporation and By-laws to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of the Seller Affiliates has taken all corporate action required by its comparable organizational documents to authorize the execution and delivery of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to perform which it is, or is specified to be, a party will after the Closing constitute, its obligations hereunder legal, valid and thereunder binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and to consummate general equitable principles. Each of the Transactions. The execution, delivery Seller Affiliates prior to the Closing will have duly executed and performance by Parent of this delivered each Ancillary Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ ' rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent The Purchaser has all necessary corporate full power and authority and full legal capacity to execute this Agreement and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party, and to fully perform its obligations hereunder and thereunder and to consummate the TransactionsAcquisition, the Financing and the other transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Parent the Purchaser of this Agreement and the executionAncillary Agreements to which it is, delivery or is specified to be, a party and performance the consummation by the Purchaser of the Acquisition, the Financing and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and no other action on the part of the Purchaser is necessary to authorize this Agreement or the Ancillary Agreements or the consummation of the Acquisition, the Financing or the other transactions contemplated hereby or thereby. The Purchaser has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and, assuming their due execution and delivery by the consummation of the Transactions have been (or upon formationSeller, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicablethis Agreement constitutes, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has beenparty will, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, after execution and delivery by the other parties theretoPurchaser, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws affecting creditors’ rights generallygenerally and subject to general principles of equity, general equitable principles (regardless of whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts Law. Table of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.Contents

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other the Seller Entities has and each Business Company has (or, upon formation, will have) have all necessary corporate power and authority to execute each of the Transaction Documents to which it is or will be a party and deliver any to consummate the Transaction and the other transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the consummation by Seller of the Transaction and the other transactions contemplated by this Agreement have been, and the execution and delivery by each of the Seller Entities of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby will be as of the Closing, duly authorized by all necessary corporate or other action of Seller or such Seller Entity, as applicable. Seller has duly executed and delivered this Agreement, and as of the Closing each Seller Entity will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder assuming due authorization, execution and thereunder and to consummate the Transactions. The executiondelivery by Purchaser, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been will constitute Seller’s (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parentwill, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming assuming the due authorization, execution and delivery by the other parties counterparty thereto, this Agreement constitutes, and constitute as of the Closing each other Transaction Document Seller Entity’s (to which Parent, each other Seller and each Business Company is, or is specified to be, the extent a party will constitute, a legal, to such Transaction Document) valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parentsubject to the effect of any Laws relating to bankruptcy, such Seller or such Business Company by (i) bankruptcyreorganization, insolvency, moratorium, fraudulent conveyanceconveyance or preferential transfers, reorganization, moratorium and or similar laws Laws relating to or affecting creditors’ rights generallygenerally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent Purchaser has all necessary full corporate power and authority to execute execute, deliver and deliver perform this AgreementAgreement and the Ancillary Agreements to which it is, or is specified to be, a party and each of Parent, each to consummate the Acquisition and the other Seller transactions contemplated hereby and each Business Company thereby. PRC Purchaser has (or, upon formation, will have) all necessary full corporate power and authority to execute execute, deliver and, upon the China Closing, perform the Ancillary Agreements to which it is, or is specified to be, a party and, upon the China Closing, to consummate the transactions contemplated to be consummated by it by this Agreement and deliver any such Ancillary Agreements. All corporate action required to authorize Purchaser’s execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the Acquisition and the other Transaction Document transactions contemplated hereby and thereby has been taken. All corporate action required to authorize PRC Purchaser’s execution, delivery and, upon the China Closing, performance of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize, upon the China Closing, the consummation of transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements has been taken. Purchaser has duly executed and delivered this Agreement and on or prior to the applicable Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to perform which it is, or is specified to be, a party will at the applicable Closing constitute, its obligations hereunder legal, valid and thereunder binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to consummate general equitable principles. PRC Purchaser, on or prior to the Transactions. The executionapplicable Closing, delivery will have duly executed and performance by Parent of this delivered each Ancillary Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the applicable Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary corporate full power and authority to execute this Agreement and deliver (a) the Joint Marketing Agreement entered as of the Effective Date by and between Purchaser and Seller, (b) the Bilateral Sales Agreement entered as of the Effective Date by and between Purchaser and Seller, (c) the Services Agreement by and between Purchaser and Seller, which Buyer and Seller shall negotiate in good faith and endeavor to execute within one hundred eighty (180) days after Closing (d) the Wholesale Natural Gas and Power Supply Agreement by and between Purchaser and Seller, which Buyer and Seller shall negotiate in good faith and endeavor to execute within one hundred eighty (180) days after Closing and (e) the other agreements and instruments executed and delivered in connection with this Agreement (each agreement and instrument set forth in subsections (a) through (e) an “Ancillary Agreement” and collectively the “Ancillary Agreements”) to which it is, or is specified to be, a party and each to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by Seller of Parentthis Agreement and the Ancillary Agreements to which it is, each or is specified to be, a party and the consummation by Seller of the Acquisition and the other Seller transactions contemplated hereby and each Business Company has (or, upon formation, will have) thereby have been duly authorized by all necessary corporate power action. Seller has duly executed and authority delivered this Agreement and prior to execute the Closing will have duly executed and deliver any other Transaction Document delivered each Ancillary Agreement to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the executionconstitutes, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary full corporate power and authority to execute execute, deliver and deliver perform this AgreementAgreement and the other agreements and instruments to be executed and delivered in connection with this Agreement (the “Ancillary Agreements”) to which it is, or is specified to be, a party and each to consummate the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of Parentthe Seller Affiliates has full corporate, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate company or partnership power and authority to execute execute, deliver and deliver any other Transaction Document perform the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. All corporate action required to authorize Seller’s execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements has been taken. All corporate, company or partnership action required to authorize each of the Seller Affiliates’ execution, delivery and performance of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements has been taken. Seller has duly executed and delivered this Agreement and on or prior to the applicable Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to perform which it is, or is specified to be, a party will at the applicable Closing constitute, its obligations hereunder legal, valid and thereunder binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to consummate general equitable principles. Each of the Transactions. The execution, delivery Seller Affiliates on or prior to the applicable Closing will have duly executed and performance by Parent of this delivered each Ancillary Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the applicable Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent Purchaser and each Affiliate of Purchaser that will, at the Closing, be a party to any Transaction Document has all necessary corporate power and authority to execute this Agreement and deliver this Agreementthe other Transaction Documents to which it is a party, and each of Parent, each to consummate the Transaction and the other Seller transactions contemplated hereby and thereby. The execution and delivery by Purchaser and each Business Company has (orAffiliate of Purchaser that will, upon formationat the Closing, will have) all necessary corporate power be a party to any Transaction Document, of this Agreement and authority to execute and deliver any the other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation by Purchaser and each Affiliate of Purchaser that will, at the Closing, be a party to any Transaction Document of the Transactions Transaction and the other transactions contemplated hereby and thereby have been (or upon formation, will be) duly authorized by all necessary corporate or other action by Parentof Purchaser and each Affiliate of Purchaser that will, such Seller or such Business Companyat the Closing, be a party to any Transaction Document. Purchaser has duly executed and delivered this Agreement and each Affiliate of Purchaser that will, at the Closing, be a party to any Transaction Document will have, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing beDate, duly executed and delivered by Parenteach of the Transaction Documents to which it is a party, such Seller or such Business Company, as applicable. Assuming the and assuming due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each the other Transaction Document Documents to which ParentPurchaser and any other Affiliate of Purchaser that will, each other Seller at the Closing, be a party, when executed and each Business Company is, or is specified to be, delivered will constitute a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this AgreementEnforceability Exceptions.

Authority; Execution and Delivery; Enforceability. Parent The Stockholder has all necessary corporate requisite power and authority to execute this Agreement and deliver to consummate the transactions contemplated hereby. The Stockholder has duly executed and delivered this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and constitutes the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicablethe Stockholder, enforceable against Parent, such Seller and such Business Company, as applicable, the Stockholder in accordance with its terms. The execution and delivery by the Stockholder of this Agreement do not, except as enforcement thereof may and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Stockholder under, any provision of any Contract to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound, including the Third Amended and Restated Stockholders Agreement referred to in the Merger Agreement, or, subject to the filings and other matters referred to in the next sentence, any provision of any judgment, order or decree (collectively, "Judgment") or any statute, law, ordinance, rule or regulation (collectively, "Applicable Law") applicable to the Stockholder or the properties or assets of the Stockholder. No consent, approval, order or authorization (collectively, "Consent") of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required to be limited against Parentobtained or made by or with respect to the Stockholder in connection with the execution, such Seller delivery and performance of this Agreement or such Business Company by the consummation of the transactions contemplated hereby, other than (i) bankruptcycompliance with and filings under the HSR Act, insolvencyif applicable to the Stockholder's receipt in the Merger of Parent Common Stock, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) such reports under Sections 13(d) and 16 of the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that Exchange Act as may be required in connection with this Agreement and the Transactions are advisable transactions contemplated hereby. If the Stockholder is married and in the best interest Target Subject Shares of Parent the Stockholder constitute community property or otherwise need spousal or other approval to be legal, valid and its stockholders and (ii) approving binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Transactions upon the terms and subject to the conditions set forth Stockholder's spouse, enforceable against such spouse in this Agreementaccordance with its terms.

Authority; Execution and Delivery; Enforceability. Parent has (a) Each of Seller, the General Partner and the Company possesses all necessary corporate requisite legal right, power and authority to execute execute, deliver and deliver perform its obligations under this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any the other Transaction Document Agreements to which it is, is or is specified to be, will be a party, and to perform its obligations hereunder and thereunder party and to consummate the Transactionstransactions contemplated herein and therein. The execution, delivery and performance by Parent each of Seller, the General Partner and the Company of this Agreement and the execution, delivery other Transaction Agreements to which it is or will be a party and performance the consummation by each of ParentSeller, each other Seller the General Partner and each Business the Company of any other Transaction Document to which it is, or is specified to be, a party, the transactions contemplated hereby and the consummation of the Transactions thereby have been (or upon formation, will be) duly and validly authorized and approved by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or requisite corporate action on the part of Parent to authorize this Agreement or Seller, the General Partner and the Company, respectively, and no other actions on the part of each of ParentSeller, any other Seller the General Partner or any Business the Company is are necessary to authorize any or approve this Agreement or the other Transaction Document Agreements to which it is, is or is specified to be, will be a party. . (b) This Agreement has been, and each the other Transaction Document Agreements to which ParentSeller, such Seller the General Partner or such Business the Company is, is or is specified to be, will be a party will at or prior to the Closing upon delivery be, duly executed and delivered by Parentor on behalf of each of Seller, such Seller or such Business Companythe General Partner and the Company and, as applicable. Assuming the assuming due authorization, execution and delivery by Purchaser of this Agreement and the parties (other than any of Seller, the General Partner or the Company) to the other parties theretoTransaction Agreements to which Seller, this Agreement the General Partner or the Company is or will be a party, constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will upon such delivery constitute, a the legal, valid and binding obligation of Parenteach of Seller, such Seller the General Partner and such Business the Company, as applicable, enforceable against Parent, such Seller and such Business Company, as applicable, in accordance with its terms, in each case, except as such enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws of general application affecting enforcement of creditors’ rights generally, general equitable or by principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary corporate full power and authority to execute and deliver this Agreement, the Ancillary Agreements and the other agreements and instruments to be executed and delivered in connection with this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Seller has taken all action required by its Articles of Organization and Amended and Restated Operating Agreement to authorize the execution and delivery of this Agreement and the Ancillary Agreements and the other agreements and instruments to be executed and delivered in connection with this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and the Ancillary Agreements. Seller has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each of Parent, each Ancillary Agreement and the other Seller agreements and each Business Company has (or, upon formation, will have) all necessary corporate power instruments to be executed and authority to execute delivered in connection with this Agreement and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement and other agreement and instrument to perform its obligations hereunder be executed and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of delivered in connection with this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreements to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent Coyote has all necessary corporate requisite limited liability company power and authority to execute and deliver this Agreement, Agreement and each of Parentthe other Transaction Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Coyote of this Agreement and the other Transaction Agreements to which it is, or is specified to be a party, and the consummation by Coyote of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company action on the part of Coyote, and no other limited liability company action on the part of Coyote is necessary to authorize the execution and delivery of this Agreement or the Transaction Agreements or to consummate the Transactions and the other transactions contemplated hereby. Coyote has duly executed and delivered this Agreement, and, prior to or as of the Closing, will have duly executed and delivered each other Seller agreement and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document instrument contemplated hereby to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming assuming the due authorization, execution and delivery by the Parties other parties thereto, than any Coyote Entity) this Agreement constitutes, and each other Transaction Document agreement and instrument contemplated hereby to which Parent, each other Seller and each Business Company it is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof to the extent that enforceability may be limited against Parentby applicable bankruptcy, such Seller or such Business Company by (i) bankruptcyreorganization, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity, general equitable principles (regardless of whether such enforceability is considered in a proceeding at Law or in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementequity.

Authority; Execution and Delivery; Enforceability. Parent Such Seller has all necessary corporate full power and authority to execute and deliver this Agreement(including in the case of any Seller that is a trust, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate the requisite power and authority under its trust documents), and, in the case of any Seller that is a natural person, is competent, to execute this Agreement and deliver the other agreements and instruments executed and delivered in connection with this Agreement (the “Ancillary Agreements”) to which it, he or she is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. In the case of any other Transaction Document Seller that is not a natural person, the execution and delivery by such Seller of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a partyparty and the consummation by such Seller of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of such Seller (including, and to perform its obligations hereunder and thereunder and to consummate in the Transactions. The executioncase of any Seller that is a trust, delivery and performance by Parent all necessary approvals of this Agreement and the executionAncillary Agreements by any trustee and any beneficiary of such Seller). In the case of any Seller that is a trust, delivery the person executing this Agreement and performance by each the Ancillary Agreements to which such Seller is, or is specified to be, a party is the trustee of Parent, each other such Seller and is authorized to act on behalf of such Seller. Such Seller has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each Business Company of any other Transaction Document Ancillary Agreement to which it it, he or she is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has beenconstitutes, and each other Transaction Document Ancillary Agreement to which Parentit, such Seller he or such Business Company she is, or is specified to be, a party will at or prior to will, after the Closing beClosing, duly executed and delivered by Parentconstitute, such Seller or such Business Companyin each case, as applicable. Assuming assuming the due authorization, execution and delivery by the Purchaser, its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Applicable Laws affecting creditor’s rights and remedies generally and to principles of equity. If such Seller is a natural person and is married, and such Seller’s Securities constitute community property or spousal or other parties thereto, approval is otherwise required for this Agreement constitutes, and each other Transaction Document or the Ancillary Agreements to which Parent, each other such Seller and each Business Company is, or is specified to be, a party will constituteand the consummation by such Seller of the transactions contemplated hereby and thereby, the execution and delivery by such Seller of this Agreement and the Ancillary Agreements to which such Seller is, or is specified to be, a party and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by, and, assuming the due authorization, execution and delivery by Purchaser, constitute legal, valid and binding obligation obligations of Parent, such Seller and such Business Company, as applicableSeller’s spouse, enforceable against Parent, such Seller and such Business Company, as applicable, spouse in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating Applicable Laws affecting creditor’s rights and remedies generally and to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementequity.

Authority; Execution and Delivery; Enforceability. Each of GrafTech, Parent and each Merger Sub has all necessary corporate requisite power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any the other Transaction Document Agreements to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery by each of GrafTech, delivery Parent and performance by Parent each Merger Sub of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any the other Transaction Document Agreements to which it is, or is specified to be, a party, and the consummation by GrafTech, Parent and each Merger Sub of the Transactions transactions contemplated hereby and thereby have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of ParentGrafTech, any Parent and each Merger Sub. Each of GrafTech, Parent and each Merger Sub has duly executed and delivered this Agreement, and prior to or as of the Closing will have duly executed and delivered each other Seller or any Business Company is necessary to authorize any other Transaction Document agreement and instrument contemplated hereby to which it is, or is specified to be, a party. This , and (assuming the due authorization, execution and delivery by the parties other than GrafTech, Parent and each Merger Sub) this Agreement has beenconstitutes, and each other Transaction Document agreement and instrument contemplated hereby to which Parent, such Seller or such Business Company it is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a the legal, valid and binding obligation of ParentGrafTech, such Seller Parent and such Business Companyeach Merger Sub, as applicable, enforceable against Parenteach of GrafTech, such Seller Parent and such Business Company, as applicable, each Merger Sub in accordance with its terms, except as enforcement thereof to the extent that enforceability may be limited against Parentby applicable bankruptcy, such Seller or such Business Company by (i) bankruptcyreorganization, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws affecting the enforcement of creditors’ rights generallygenerally and by general principles of equity, general equitable principles (regardless of whether such enforceability is considered in a proceeding at Law or in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementequity.

Authority; Execution and Delivery; Enforceability. Each of Jupiter Parent and the Company has all necessary requisite corporate power and authority to execute this Agreement and deliver the Specified Collaboration Documents to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by Jupiter Parent and the Company of this AgreementAgreement and the Specified Collaboration Documents to which it is, or is specified to be, a party and each the consummation by Jupiter Parent and the Company of Parent, each the Acquisition and the other Seller transactions contemplated hereby and each Business Company has (or, upon formation, will have) thereby have been duly authorized by all necessary corporate power or other action on the part of Jupiter Parent and authority the Company, and no other proceedings on the part of Jupiter Parent or the Company are necessary to execute authorize this Agreement and deliver any the Specified Collaboration Documents or the consummation of the Acquisition and the other Transaction transactions contemplated hereby or thereby. Jupiter Parent and the Company have duly executed and delivered this Agreement and prior to or substantially simultaneously with the Closing will have duly executed and delivered each Specified Collaboration Document to which it is, or is specified to be, a party, and, assuming the due execution and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and each Specified Collaboration Document by the executionother parties hereto and thereto, delivery and performance by each of Parentthis Agreement constitutes, each other Seller and each Business Company of any other Transaction Specified Collaboration Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, upon execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will thereof constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementequity.

Authority; Execution and Delivery; Enforceability. Parent Each of Purchaser and the Purchaser Parties has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder thereunder, as applicable, and to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The execution, execution and delivery by each of Purchaser and performance by Parent the Purchaser Parties of this Agreement and the execution, delivery Ancillary Agreements to which it is or will be a party and performance the consummation by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, Purchaser and the consummation Purchaser Parties of the Transactions Acquisition and the other transactions contemplated hereby and thereby have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate similar action on the part of Parent Purchaser or the Purchaser Parties and no other action on the part of Purchaser or the Purchaser Parties is necessary to authorize this Agreement and the Ancillary Agreements or on the part consummation of each the Acquisition and the other transactions contemplated hereby and thereby (subject, in the case of Parentthe obligation to consummate the Acquisition, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, entry of the Sale Order). Purchaser has duly executed and delivered by Parentthis Agreement and, such Seller prior to the Closing, each of Purchaser and the Purchaser Parties, will have duly executed and delivered each Ancillary Agreement to which it is or such Business Companywill be a party, as applicable. Assuming and, assuming the due authorization, execution and delivery by the other parties theretoSeller, this Agreement constitutesconstitutes Purchaser’s, and each other Transaction Document Ancillary Agreement to which Parent, each other Seller and each Business Company is, Purchaser or a Purchaser Party is specified to be, a party will constitutewill, a after execution and delivery by Purchaser or such Purchaser Party, constitute Purchaser’s or such Purchaser Party’s legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its their respective terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this AgreementEnforceability Limitations and entry of the Sale Order.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary full corporate power and authority to execute this Agreement and deliver the other agreements and instruments to be executed and delivered in connection with this AgreementAgreement (the “Ancillary Agreements”) to which it is, or is specified to be, a party and each to consummate the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of Parent, each other the Seller and each Business Company Affiliates has (or, upon formation, will have) all necessary full corporate power and authority to execute the Ancillary Agreements to which it is, or is specified to be, a party and deliver any other Transaction Document to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has taken all corporate action required by its Certificate of Incorporation and By-laws to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of the Seller Affiliates has taken all corporate action required by its comparable organizational documents to authorize the execution and delivery of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has duly executed and delivered this Agreement and at or prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to perform which it is, or is specified to be, a party will upon the Closing constitute, its obligations hereunder legal, valid and thereunder binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to consummate general equitable principles. Each of the Transactions. The execution, delivery Seller Affiliates at or prior to the Closing will have duly executed and performance by Parent of this delivered each Ancillary Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to upon the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent (a) The Board of Directors of Domtar has duly approved this Agreement and the other Transaction Documents and the transactions contemplated thereby, including the Arrangement. Domtar has all necessary corporate requisite power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, is or is specified contemplated to be, be a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The executionexecution and delivery by Domtar of each Transaction Document to which it is or is contemplated to be a party and the consummation by Domtar of the Transactions have been duly authorized by all requisite action on the part of Domtar. Domtar has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery and performance by Parent of the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Domtar in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the executionavailability of equitable remedies). Prior to the Effective Time, delivery Domtar will have duly executed and performance by delivered each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, is or is specified contemplated to be, be a party, and the consummation of the Transactions have been (or upon formationand, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the assuming due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, it is or is specified contemplated to be, be a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, terms (except insofar as enforcement thereof such enforceability may be limited against Parent, such Seller or such Business Company by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws relating to or affecting creditors’ rights generally, general or by principles governing the availability of equitable principles remedies). (whether considered in a proceeding in equity or at lawb) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has Domtar, at a meeting, duly called and held, duly and validly unanimously adopted (with all directors in attendance voting in favor) resolutions (i) approving this Agreement, the other Transaction Documents to which Domtar is or is contemplated to be a party, the Arrangement and the other Transactions, (ii) determining that the terms of the Arrangement, this Agreement and the other Transactions are advisable fair to and in the best interest interests of Parent and its stockholders Domtar’s shareholders, and (iiiii) approving recommending that Domtar’s shareholders vote in favor of this Agreement Agreement, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. Domtar is not subject to a shareholders’ rights plan, or “poison pill” or similar plan. (c) The only vote or consent of holders of any class or series of Domtar Capital Shares necessary to approve this Agreement, the Arrangement and the other Transactions upon is the terms and subject Domtar Shareholder Approval. The affirmative vote or consent of the holders of Domtar Capital Shares, or any of them, is not necessary to consummate any of the conditions set forth in transactions contemplated hereby, other than the Arrangement. (d) As of the date of this Agreement, the Board of Directors of Domtar (or if appropriate, any committee administering the Domtar Stock Plans) has adopted such resolutions or taken such other actions as may be required to ensure that no Domtar equity awards will become vested or exercisable in connection with the Transactions.

Authority; Execution and Delivery; Enforceability. Each of Seller Parent and the Equity Selling Entities has all necessary corporate or similar power and authority to execute and deliver this Agreement, and each of Seller Parent, each other Seller the Selling Entities and each Business Company the Acquired Companies has (or, upon formation, will have) all necessary corporate or similar power and authority to execute and deliver any other Transaction Document to which it the same is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the TransactionsTransactions to be consummated by the same. The execution, delivery and performance by each of Seller Parent and the Equity Selling Entities of this Agreement Agreement, and the execution, delivery and performance by each of Seller Parent, each other Seller the Selling Entities and each Business Company the Acquired Companies of any other Transaction Document to which it the same is, or is specified to be, a party, and the consummation of the Transactions to be consummated by the same, have been (or upon formation, will be) duly authorized by all necessary corporate or similar action by Seller Parent, such Seller each Selling Entity or such Business each Acquired Company, as applicable. Assuming the due authorization, execution and no delivery by the other approvalparties thereto, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Seller Parent, such Seller each Selling Entity or such Business each Acquired Company is, or is specified to be, a party will will, at or prior to the Closing Closing, be, duly executed and delivered by Seller Parent, such Seller each Selling Entity or such Business each Acquired Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Seller Parent, each other Seller and Selling Entity or each Business Acquired Company is, or is specified to be, a party will will, at the Closing, constitute, a legal, valid and binding obligation of Seller Parent, such Seller and such Business each Selling Entity or each Acquired Company, as applicable, enforceable against Seller Parent, such Seller and such Business each Selling Entity or each Acquired Company, as applicable, in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary full corporate power and authority to execute this Agreement and deliver the other agreements and instruments to be executed and delivered in connection with this AgreementAgreement to which it is, or is specified to be, a party and each to consummate the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of Parent, each other the Seller and each Business Company Affiliates has (or, upon formationprior to the Closing, will have) all necessary have full corporate power and authority to execute the Ancillary Agreements to which it is, or is specified to be, a party and deliver any other Transaction Document to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has taken all corporate action required by its Certificate of Incorporation and By-laws to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of the Seller Affiliates has or, prior to the Closing, will have taken all corporate action required by its comparable organizational documents to authorize the execution and delivery of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to perform which it is, or is specified to be, a party will after the Closing constitute, its obligations hereunder legal, valid and thereunder binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to consummate general equitable principles. Each of the Transactions. The execution, delivery Seller Affiliates prior to the Closing will have duly executed and performance by Parent of this delivered each Ancillary Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent has all necessary corporate power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent Seller of this Agreement and the execution, delivery and performance consummation by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions transactions contemplated hereby have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such or other organizational action. Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parentthis Agreement, such Seller or such Business Companyand this Agreement, as applicable. Assuming assuming the due authorization, execution and delivery by the other parties thereto, of this Agreement constitutesby Purchaser, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitutes its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws other Laws relating to or affecting creditors’ rights generally, generally and general equitable principles (whether considered in a proceeding an Action in equity or at lawLaw) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Bankruptcy Exceptions”). The Board execution, delivery and performance by Seller (and, if applicable, the Designated Seller Subsidiary) of Directors of Parent has duly and validly adopted resolutions (i) determining that this each other Transaction Agreement to which it is or will be party and the Transactions are advisable and in consummation by Seller (and, if applicable, the best interest Designated Seller Subsidiary) of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon have been, or with respect to the terms Designated Seller Subsidiary (if applicable) will be at the Closing, duly authorized by all necessary corporate or other organizational action. Seller (and, if applicable, the Designated Seller Subsidiary) has, or the Designated Seller Subsidiary (if applicable) will have at the Closing, duly executed and delivered each other Transaction Agreement to which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by Purchaser or its Affiliate, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the conditions set forth in this AgreementBankruptcy Exceptions.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary corporate power and authority to enter into, execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and to perform and comply with each of its obligations hereunder under this Agreement and thereunder such Ancillary Agreement and, subject to receipt of the Required Regulatory Authorizations and compliance with Regulatory Laws, to consummate the Transactions. The execution, delivery and performance by Parent in each case, applicable to such party, in accordance with the terms of this Agreement and the executionAncillary Agreements to which it is a party. The adoption, execution and delivery and performance by each of Parent, each other Seller Parent and each Business Company Merger Sub of any other Transaction Document this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party, the performance and compliance by Parent and Merger Sub with each of its obligations herein and therein, and the consummation by Parent and Merger Sub of the Transactions and the other transactions contemplated by such Ancillary Agreements applicable to it have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes of Parent are necessary to authorize this Agreement or on the part consummation by ▇▇▇▇▇▇ and Merger Sub of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document the Transactions to which it is, or is specified to be, a party. This Agreement Each of Parent and Merger Sub has been, duly and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly validly executed and delivered by Parentthis Agreement and the Ancillary Agreements to which it is a party dated on or before the date hereof and, such Seller or such Business Company, as applicable. Assuming assuming the due authorization, execution and delivery by the other parties theretoCompany, this Agreement constitutes, and each other Transaction Document to which Ancillary Agreement constitutes Parent, each other Seller ’s and each Business Company is, or is specified to be, a party will constitute, a Merger Sub’s legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller each of Parent and such Business Company, as applicable, Merger Sub in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium subject to Bankruptcy and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent Each of Seller and the Subsidiary Transferors, as applicable, has all necessary requisite corporate power and authority and full legal capacity to execute this Agreement and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder or thereunder, as applicable, and to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The executionexecution and delivery by each of Seller and the Subsidiary Transferors, delivery and performance by Parent as applicable, of this Agreement and the executionAncillary Agreements to which it is, delivery or is specified to be, a party and performance the consummation by Seller and the Subsidiary Transferors of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller and the Subsidiary Transferors, as applicable, and no other action on the part of Seller or the Subsidiary Transferors is necessary to authorize this Agreement or the Ancillary Agreements or the consummation of the Acquisition or the other transactions contemplated hereby or thereby. Seller has duly executed and delivered this Agreement and, prior to the Closing, each of Parent, each other Seller and the Subsidiary Transferors will have duly executed and delivered each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due execution and the consummation of the Transactions have been (or upon formationdelivery by Purchaser, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has beenconstitutes Seller’s, and each other Transaction Document Ancillary Agreement to which Parent, such Seller or such Business Company and/or a Subsidiary Transferor is, or is specified to be, a party will at or prior to the Closing bewill, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, after execution and delivery by the other parties theretoSeller and/or such Subsidiary Transferor, this Agreement constitutesas applicable, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute Seller’s and/or such Subsidiary Transferor’s legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws affecting creditors’ rights generallygenerally and subject to general principles of equity, general equitable principles (regardless of whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers Law (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent Each of Parent, Seller and the Company has all necessary full corporate power and authority to execute and deliver this Agreement, the transition services agreement to be dated as of the Closing Date substantially in the form annexed hereto as Exhibit A (the "TRANSITION SERVICES AGREEMENT"), the Warrant Agreement and each the other agreements and instruments executed and delivered in connection with this Agreement (collectively with the Transition Services Agreement and the Warrant Agreement, the "ANCILLARY AGREEMENTS") to which it is, or is specified to be, a party and to consummate, in the case of Seller and the Company, the Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements. Each of Parent, each other Seller and each Business the Company has taken all corporate action required to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of, in the case of Seller and the Company, the Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements, except, in each case, obtaining the Required Shareholder Approval (oras defined below). Each of Parent, upon formation, Seller and the Company has duly executed and delivered this Agreement and prior to the Closing will have) all necessary corporate power have duly executed and authority to execute and deliver any other Transaction Document delivered each Ancillary Agreement to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the executionconstitutes, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) terms subject to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ ' rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent Such Shareholder has all necessary corporate requisite power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance by Parent such Shareholder of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions transactions contemplated hereby have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partysuch Shareholder. This Agreement Such Shareholder has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parentthis Agreement, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitutes the legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableShareholder, enforceable against Parent, such Seller and such Business Company, as applicable, Shareholder in accordance with its terms. The execution and delivery by such Shareholder of this Agreement do not, except and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of such Shareholder under, any provision of any Contract to which such Shareholder is a party or by which any properties or assets of such Shareholder are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Law applicable to such Shareholder or the properties or assets of such Shareholder. No Consent of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to such Shareholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered required in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that connection with this Agreement and the Transactions are advisable transactions contemplated hereby. If such Shareholder is married and in the best interest Subject Shares of Parent such Shareholder constitute community property or otherwise need spousal or other approval to be legal, valid and its stockholders and (ii) approving binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such Shareholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which such Shareholder is a trustee requires the Transactions upon the terms and subject consent of any beneficiary to the conditions set forth in execution and delivery of this AgreementAgreement or to the consummation of the transactions contemplated hereby.

Authority; Execution and Delivery; Enforceability. Parent (a) Each of the Seller Parties, as applicable, has all necessary corporate full power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Ancillary Agreements to which it is, or is specified to be or will be, a party, and to perform its obligations hereunder and thereunder thereunder, as applicable, and to consummate the Transactions. Acquisition and the other transactions contemplated hereby and thereby. (b) The execution, delivery and performance by Parent the Seller and Seller Parties, as applicable, of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreements to which it is, or is specified to be or will be, a party, party and the consummation by the Seller and Seller Parties, as applicable, of the Transactions Acquisition and the other transactions contemplated hereby and thereby have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such on the part of the Seller or such Business Companyand Seller Parties, as applicable, and no other approval, authorization or corporate action on the part of Parent the Seller Parties, as applicable, is necessary to authorize this Agreement and the Ancillary Agreements or on the part performance and consummation of the Acquisition and the other transactions contemplated hereby and thereby. (c) The Seller has duly executed and delivered this Agreement and, at the Closing, the Seller Parties, as applicable, will have duly executed and delivered each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document Ancillary Agreement to which it is, or is specified to be or will be, a party. This Agreement has been, and each other Transaction Document to which Parentand, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming assuming the due authorization, execution and delivery by the other parties theretoPurchaser Parties, this Agreement constitutesconstitutes the Seller’s, and each other Transaction Document to which ParentAncillary Agreement will, after execution and delivery by the Seller Parties, as applicable, assuming the due execution and delivery by the Purchaser Parties, constitute each other Seller and each Business Company is, or is specified to be, a party will constitute, a Party’s legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other Laws affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreement.

Authority; Execution and Delivery; Enforceability. Parent has all necessary corporate power The execution and authority to execute and deliver this Agreement, and each of Parent, each other delivery by such Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the execution, delivery and performance consummation by each of Parent, each other such Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate or other organizational action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization action or corporate action proceeding on the part of Parent such Seller or its equityholders is necessary to authorize this Agreement (including any shareholder vote or on the part of each of Parent, any other approval). Such Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parentthis Agreement, such Seller or such Business Companyand this Agreement, as applicable. Assuming assuming the due authorization, execution and delivery by the other parties thereto, of this Agreement constitutesby Purchaser, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitutes the legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, in accordance with its termsterms and conditions, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws other Laws relating to or affecting creditors’ rights generally, generally and general equitable principles as to enforceability (whether considered in a proceeding Proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Remedies Exceptions”). The Board execution and delivery by such Seller of Directors of Parent has duly and validly adopted resolutions (i) determining that this each Transaction Agreement to which it is or will be party and the Transactions are advisable and in the best interest consummation by such Seller of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon have been, or will be at the terms Closing, as applicable, duly authorized by all necessary corporate or other organizational action and no other action or proceeding on the part of such Seller or any of its equityholders is necessary to authorize the Transaction Agreements or the Transactions. Such Seller has, or will have at the Closing, as applicable, duly executed and delivered each Transaction Agreement to which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by Purchaser or its Affiliate, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the conditions set forth in this AgreementRemedies Exceptions.

Authority; Execution and Delivery; Enforceability. Parent Purchaser has all necessary full corporate power and authority to execute this Agreement and deliver the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated by this AgreementAgreement and such Ancillary Agreements. Each of the Purchaser Parties has full corporate, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate limited liability company or partnership power and authority to execute execute, deliver and deliver any other Transaction Document perform the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. Purchaser has taken all corporate action required by its organizational documents to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements. Each of the Purchaser Parties has taken all corporate, limited liability company or partnership action required by its comparable organizational documents to authorize the execution, delivery and performance of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements. Purchaser has duly executed and delivered this Agreement and on or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to perform which it is, or is specified to be, a party will after the Closing constitute, its obligations hereunder legal, valid and thereunder and to consummate binding obligation, enforceable against it in accordance with the Transactions. The execution, delivery and performance by Parent terms of this Agreement or such Ancillary Agreement subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Each of the execution, delivery Purchaser Parties on or before the Closing will have duly executed and performance by delivered each of Parent, each other Seller and each Business Company of any other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Each of such Parent Party and its Affiliates has all necessary corporate full power and authority to execute and deliver this Agreementthe Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a party. The execution, delivery and performance by each of Parentsuch Parent Party and its Affiliates of the Transaction Documents to which it is, or is specified to be, a party and the consummation by each other Seller of such Parent Party and each Business Company has its Affiliates of the Transactions to which it is, or is specified to be, a party have been (or, upon formationwith respect to such Affiliates, prior to the Closing Date will havebe) duly authorized by all necessary corporate power or limited liability company action subject, in the case of USAi, to receipt of the USAi Stockholder Approvals, and authority no other corporate proceedings on the part of such Parent Party or its Affiliates are necessary to execute authorize this Agreement or the consummation of the Transactions. Each of such Parent Party and deliver any its Affiliates has duly executed and delivered this Agreement (to the extent a party hereto) and prior to the Effective Time will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and the executionconstitutes, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a partyparty will, and after the consummation of Effective Time (assuming the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parentparty thereto), each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligations, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms. The USAi Board formed a special committee of the USAi Board, except as enforcement thereof may be limited against Parentcomposed of the four disinterested directors on the USAi Board (the "Special Committee"), such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectivelyconsider this Agreement, the “Enforceability Exceptions”)other Transaction Documents to which USAi is a party and the Transactions, and to make a recommendation with respect thereto to the entire USAi Board. The Board Special Committee, at a meeting duly called and held at which all members of Directors the Special Committee were present either in person or by telephone, (x) received the opinion of Parent has Bear, Stearns & Co. to the effect that the consideration to be received by U▇▇▇ ▇▇ the Transactions is fair, from a financial point of view, to the stockholders of USAi other than Universal, Liberty, Diller and their Affiliates, and (y) duly and validly unanimously (and without ▇▇▇ ▇bstentions) adopted resolutions (i) declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi, other than stockholders party to the Transactions, and (iii) recommending that the USAi Board approve this Agreement, the other Transaction Documents to which USAi is a party and the Transactions, and that the USAi Board declare the advisability of this Agreement. After receiving and considering such resolutions of the Special Committee, the USAi Board, at a meeting duly called and held at which all directors of USAi were present either in person or by telephone, duly adopted resolutions (i) approving and declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi other than stockholders party to the Transactions, (iii) directing that this Agreement and the Transactions are advisable and in be submitted to a vote at a meeting of USAi's stockholders to be held as promptly as practicable following the best interest date of Parent and its this Agreement, (iv) recommending that such stockholders and (ii) approving adopt this Agreement and approve and authorize the Transactions upon the terms and subject to the conditions set forth extent USAi is a party thereto and (v) approving the other Transaction Documents to which USAi is a party and the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in this Agreementany way.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Purchaser has all necessary requisite corporate or similar power and authority to execute and deliver this Agreement, and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the TransactionsBusiness Transaction. The execution, delivery respective boards of directors of Purchaser and performance by Parent of this Agreement and the execution, delivery and performance by each of have resolved that Purchaser or Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, enter into this Agreement and no other approval, authorization perform its obligations hereunder. Such resolutions have not been amended or withdrawn. No corporate action or similar proceedings on the part of either Parent or Purchaser are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or on to consummate the part Business Transaction, except as contemplated by this Agreement. Each of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement Parent and Purchaser has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to the Closing be, duly executed and delivered by Parentthis Agreement and, such Seller or such Business Company, as applicable. Assuming assuming the due authorization, execution and delivery by the other parties theretoSeller, this Agreement constitutesconstitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles (the “Bankruptcy and Equity Exception”). (b) At the Closing, each of Parent and Purchaser and each other Transaction Document of their respective Subsidiaries that shall be a party to which Parentany Ancillary Agreement shall have the requisite corporate or similar power and authority to execute and deliver such Ancillary Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. At the Closing, each other Seller of Parent and Purchaser and each Business Company is, or is specified to be, of their respective Subsidiaries that shall be a party to any Ancillary Agreement will constitutehave duly executed and delivered each Ancillary Agreement and, assuming the due authorization, execution and delivery by Seller or its Subsidiary, each Ancillary Agreement will constitute a legal, valid and binding obligation of Parent, Purchaser or such Seller and such Business CompanySubsidiary, as applicable, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this AgreementBankruptcy and Equity Exception.

Authority; Execution and Delivery; Enforceability. Parent Seller has all necessary full corporate power and authority to execute execute, deliver and deliver perform this Agreement, the Intellectual Property License, the Transition Services Agreement, the Co-Manufacturing Agreement, the General Transfer Instrument, the Mexican Transfer Instrument, the Canadian Transfer Instrument, the Intellectual Property Assignments, the Irapuato Deed, the Le Sueur Deed and each the Employer Substitution Agreement, and the other agreements and instruments to be executed and delivered in connection with this Agreement (the “Ancillary Agreements”) to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of Parentthe Seller Parties has full corporate, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate limited liability company or partnership power and authority to execute execute, deliver and deliver any other Transaction Document perform the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has taken all corporate action required by its certificate of incorporation and bylaws to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Each of the Seller Parties has taken all corporate, limited liability company or partnership action required by its comparable organizational documents to authorize the execution, delivery and performance of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has duly executed and delivered this Agreement and on or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to perform which it is, or is specified to be, a party will after the Closing constitute, its obligations hereunder legal, valid and thereunder binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to consummate general equitable principles. Each of the Transactions. The execution, delivery Seller Parties on or before the Closing will have duly executed and performance by Parent of this delivered each Ancillary Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document to which it is, or is specified to be, a party, and the consummation of the Transactions have been (or upon formation, will be) duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this each Ancillary Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a party. This Agreement has been, and each other Transaction Document to which Parent, such Seller or such Business Company is, or is specified to be, a party will at or prior to after the Closing be, duly executed and delivered by Parent, such Seller or such Business Company, as applicable. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which Parent, each other Seller and each Business Company is, or is specified to be, a party will constitute, a constitute its legal, valid and binding obligation of Parent, such Seller and such Business Company, as applicableobligation, enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its termsterms subject, except as enforcement thereof may be limited against Parentto enforcement, such Seller or such Business Company by (i) to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementprinciples.

Authority; Execution and Delivery; Enforceability. Parent Such Party and each of its Subsidiaries has all necessary corporate requisite power and authority to execute execute, deliver and deliver perform this AgreementAgreement and the other agreements contemplated in connection with the Combination (the “Transaction Agreements”), and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document to which it such Party is, or is specified to will be, a party, and to perform its obligations hereunder and thereunder party and to consummate the TransactionsCombination and comply with the provisions of the Transaction Agreements. The execution, delivery and performance by Parent such Party and its Subsidiaries of this Agreement and the execution, delivery and performance by each of Parent, each other Seller and each Business Company of any other Transaction Document Agreements to which it is, or is specified to will be, a party, party and the consummation by each of it and its Subsidiaries of the Transactions have Combination and compliance with the provisions of the Transaction Agreements has been (or upon formation, will be) be duly authorized by all necessary corporate action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate requisite action on its part and the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partyits equity holders. This Agreement has beenbeen duly executed and delivered by such Party, and each other Transaction Document Agreement to which Parent, such Seller or such Business Company is, or is specified to be, it and any of its Subsidiaries will be a party will at or prior to the Closing be, have been duly executed and delivered by Parent, such Seller it or such Business CompanySubsidiary on or prior to the Closing, as applicable. Assuming and, assuming the due authorization, execution and delivery by each of the other Parties hereto other than it and its Subsidiaries (or, in the case of any other Transaction Agreement, applicable parties theretothereto other than it and its Subsidiaries), this Agreement constitutes, and each other Transaction Document Agreement to which Parent, each other Seller and each Business Company such Party is, or is specified to will be, a party will constitute, a constitute after the Closing the legal, valid and binding obligation of Parent, such Seller it and such Business Company, as applicableits applicable Subsidiaries, enforceable against Parent, such Seller it and such Business Company, as applicable, each applicable Subsidiary in accordance with its terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium the applicable bankruptcy and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and subject to the conditions set forth in this Agreementinsolvency rules.

Authority; Execution and Delivery; Enforceability. Parent (a) Each Company has all necessary corporate requisite power and authority to execute and deliver this Agreement, Agreement and each of Parent, each other Seller and each Business Company has (or, upon formation, will have) all necessary corporate power and authority to execute and deliver any other Transaction Document the Related Documents to which it issuch Company is or will be a party and, or is specified subject to bereceipt of the Company Member Approval, a party, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder thereunder. Subject to the receipt of the Company Member Approval, the execution and to consummate the Transactions. The execution, delivery and performance by Parent of this Agreement and has been and, in the execution, delivery and performance by each case of Parent, each other Seller and each Business Company of any other Transaction Document the Related Documents to which it is, each Company is or is specified to be, will be a partyparty will be when delivered, and the consummation of the Transactions have transactions contemplated hereby has been (and the consummation of the transactions contemplated by the Related Documents to which each Company is or upon formationwill be a party, will be) be when delivered, duly authorized by all necessary corporate requisite action by Parent, such Seller or such Business Company, as applicable, and no other approval, authorization or corporate action on the part of Parent to authorize this Agreement or on the part of each of Parent, any other Seller or any Business Company is necessary to authorize any other Transaction Document to which it is, or is specified to be, a partyCompanies. This Agreement has been, and upon its execution and delivery each other Transaction Document of the Related Documents to which Parent, such Seller a Company is or such Business Company is, or is specified to be, will be a party will at or prior to the Closing be, duly and validly executed and delivered by Parentsuch Company and, such Seller or such Business Companyassuming this Agreement and the Related Documents have been duly authorized, as applicable. Assuming the due authorization, execution executed and delivery delivered by the other parties hereto or thereto, as applicable, this Agreement constitutes, and upon its execution and delivery each other Transaction Document of the Related Documents to which Parent, each other Seller and each Business a Company is, is or is specified to be, will be a party will constitute, a legal, valid and binding obligation of Parentsuch Company enforceable against it in accordance with their respective terms, in each case subject to the Enforceability Exceptions. (b) Each Management Company has all requisite power and authority to execute and deliver this Agreement and each of the Related Documents to which such Seller Management Company is or will be a party and, subject to receipt of the Management Company Member Approval, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. Subject to the receipt of the Management Company Member Approval, the execution and delivery of this Agreement has been and, in the case of the Related Documents to which each Management Company is or will be a party will be when delivered, and the consummation of the transactions contemplated hereby has been and the consummation of the transactions contemplated by the Related Documents to which each Management Company is or will be a party, will be when delivered, duly authorized by all requisite action by the Management Companies. This Agreement has been, and upon its execution and delivery each of the Related Documents to which a Management Company is or will be a party will be, duly and validly executed and delivered by such Business CompanyManagement Company and, assuming this Agreement and the Related Documents have been duly authorized, executed and delivered by the other parties hereto or thereto, as applicable, this Agreement constitutes, and upon its execution and delivery each of the Related Documents to which a Management Company is or will be a party will constitute, a legal, valid and binding obligation of such Company enforceable against Parent, such Seller and such Business Company, as applicable, it in accordance with its their respective terms, except as enforcement thereof may be limited against Parent, such Seller or such Business Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) as from time to time in effect, or (ii) the exercise by courts of equity powers (collectively, the “Enforceability Exceptions”). The Board of Directors of Parent has duly and validly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interest of Parent and its stockholders and (ii) approving this Agreement and the Transactions upon the terms and each case subject to the conditions set forth in this AgreementEnforceability Exceptions.