Common use of Authorization and Enforceability Clause in Contracts

Authorization and Enforceability. The Company has all requisite corporate power to enter into the Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCL.

Authorization and Enforceability. The Company Each of LeukoSite and Merger Sub has all requisite corporate power and authority (including due approval of its Board of Directors) to enter into the this Agreement and to consummate the transactions contemplated hereby. The execution hereby and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Mergerthereby. This Agreement has been duly executed and delivered by the Company each of LeukoSite and Merger Sub and constitutes a legal, valid, and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as enforceability may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, marshaling, or other similar laws or rules of law affecting creditors' rights and remedies generally, and to general principles of equity. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by LeukoSite, and the Escrow Agreement, when duly executed and delivered by LeukoSite, shall constitute the valid and binding obligation of the CompanyLeukoSite, enforceable in accordance with its terms terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited also by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the ClosingLeukoSite does not require any approval from its stockholders in connection with this Agreement, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation Merger or any of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except transactions contemplated hereby or thereby (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to including the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval issuance of the Merger would be sufficient to constitute the required stockholder Shares), except that LeukoSite requires approval thereof pursuant to, and in accordance with, the terms from a majority of the Company's Certificate outstanding shares of Incorporation, LeukoSite Common Stock present and entitled to vote at a stockholders' meeting in order for any shares of LeukoSite Series A Preferred Stock issued pursuant to the Company's by-laws and Merger to convert into shares of LeukoSite Common Stock. None of the DGCLstockholders of LeukoSite or Merger Sub will have any appraisal rights under Section 262 of the DGCL by reason of the consummation of the Merger or the other transactions contemplated hereby.

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into the execute and deliver this Agreement and subject to obtaining the Requisite Company Shareholder Approval, to consummate the transactions contemplated herebyhereby (including the Merger) and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyCompany other than, subject only to in the approval case of the Merger consummation of the Merger, obtaining the Requisite Company Shareholder Approval, and this Agreement by no additional corporate actions or proceedings on the Company's stockholders. The Board of Directors part of the Company has (i) approved are necessary to authorize this Agreement and or the consummation of the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except (i) as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of or relating to creditors' ’ rights generally and is subject to general principles of equity. (b) At a meeting duly called and held on May 6, 2013, the Company Board unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to, and in the best interests of, the Company and its shareholders, (ii) as limited by laws relating adopting this Agreement and approving the transactions contemplated hereby (including the Merger), (iii) resolving to submit this Agreement to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation shareholders of the Stockholders' Representatives and each Stockholder, enforceable Company for approval in accordance with its terms except the WBCA (ithe “Merger Proposal”) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (iiiv) as limited by laws relating to recommending that the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation shareholders of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to Company approve the availability of specific performance, injunctive relief or other equitable remediesMerger Proposal at the Company Shareholder Meeting. The combined voting power As of the date hereof, the Company Board has not rescinded or modified in any way the foregoing resolutions. (c) Assuming that the representations of Parent and Merger Sub set forth in Section 3.12 are accurate, the affirmative vote of the holders of a majority of the outstanding shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at Common Stock, voting together as a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders class, in favor of the adoption Merger Proposal (the “Requisite Company Shareholder Approval”), is the only vote of the holders of any class or series of Company Capital Stock necessary (under applicable Law or otherwise) to approve and adopt this Agreement and consummate the approval Merger. (d) Assuming that the representations of Parent and Merger Sub set forth in Section 3.12 are accurate, the Company Board has taken all necessary actions so that the restrictions on significant business transactions set forth in Chapter 23B.19 of the Merger would be sufficient WBCA are not applicable to constitute the required stockholder approval thereof pursuant to, and in accordance withthis Agreement, the terms transactions contemplated hereby (including the Merger), or the Voting Agreements and the transactions contemplated thereby. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Law (such Law, including Section 23B.19 of the Company's Certificate of IncorporationWBCA, “Takeover Law”) applies to this Agreement, the Company's by-laws Voting Agreements or any of the other transactions contemplated hereby (including the Merger) or thereby. (e) As of the date hereof, neither the Company nor any of its Subsidiaries has terminated, amended or waived any rights under (or failed to enforce by seeking an injunction or by seeking to specifically enforce the terms of) any “standstill” or other similar agreement between the Company or any of its Subsidiaries and the DGCLany other Person.

Authorization and Enforceability. The Company Each Seller Party has all the requisite corporate or limited liability company power and authority to enter into conduct its business as it is now being conducted and as proposed to be conducted and to execute, deliver and carry out the Agreement terms of this Agreement, together with all documents and agreements necessary to give effect to the provisions of this Agreement, including the Lease, and to consummate the transactions contemplated herebyhereby and thereby. The execution All corporate or limited liability company actions required to be taken by each Seller Party (including, without limitation, all necessary actions by the board of directors and shareholders of such Seller Party) to authorize the execution, delivery and performance of this Agreement as well as all documents, agreements and instruments executed by such Seller Party which are necessary to give effect to this Agreement (collectively, the consummation of the "Seller Party Instruments") and all transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate and properly taken or obtained in accordance and compliance with, as applicable, such Seller Party's Governing Documents. Each Seller Party has heretofore delivered to the Purchaser Parties true, correct and complete copies of such Seller Party's Governing Documents. No other action on the part of any Seller Party is necessary to authorize the Companyexecution, subject only to delivery and performance of this Agreement, the approval of the Merger Seller Party Instruments and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the all transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company hereby and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Mergerthereby. This Agreement has been duly executed Agreement, the Seller Party Instruments and delivered by all agreements to which any Seller Party will become a party hereunder, including the Company Lease, are and constitutes will constitute the valid and legally binding obligation obligations of the Companysuch Seller Party, and are and will be enforceable against such Seller Party in accordance with its the respective terms hereof or thereof, except (i) as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency, reorganization, moratorium and insolvency or other similar laws of general application affecting enforcement of creditors' rights generally and (ii) except as enforceability may be subject to and limited by laws relating to the availability general principles of specific performance, injunctive relief equity (regardless of whether considered in a proceeding in equity or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLlaw).

Authorization and Enforceability. The Company Except as otherwise set forth in the SPAR Disclosure Letter: (a) Each SPAR Party has all requisite the corporate power power, authority and legal right to enter into execute, deliver and perform (i) the SPAR Reorganization Agreement, (ii) this Agreement, and (iii) to the extent a party thereto (A) the Business Manager Agreement to be delivered pursuant to Section 6.01(f)(i) hereof, (B) the Trademark License Agreements to be delivered pursuant to Section 6.01(f)(ii) hereof, (C) the Limited Indemnification Agreement and the Indemnity Escrow Agreement to consummate be delivered pursuant to Section 6.01(g) hereof, and (D) the transactions contemplated herebyreleases from SPAR Principals to be delivered pursuant to Section 6.03(g) (together with the SPAR Reorganization Agreement and this Agreement, each a "Merger Document" and collectively the "Merger Documents"). The execution execution, delivery and delivery performance of the SPAR Reorganization Agreement, this Agreement and the consummation of other Merger Documents by each SPAR Party (to the transactions contemplated hereby extent it is a party thereto) have been duly authorized by all necessary corporate action and no further corporate action on the part of any SPAR Party is necessary to authorize the Company, subject only SPAR Premerger Agreements to which it is a party or this Agreement or any other Merger Document to which it is a party or the approval performance of the Merger transactions contemplated hereby or thereby . (b) The SPAR Premerger Agreements and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has have been duly executed and delivered by on behalf of each SPAR Party (to the Company extent it is a party thereto) and constitutes the (ii) constitute legal, valid and binding obligation obligations of the Companysuch SPAR Party, enforceable in accordance with its terms their respective terms, except (i) as may be limited by (A) applicable bankruptcy, insolvency, reorganizationfraudulent conveyance or transfer, moratorium and reorganization or other laws affecting any rights, powers, privileges, remedies and interests of general application creditors generally, (B) rules or principles of equity or public policy affecting the enforcement of creditors' rights generally and obligations generally, whether at law, in equity or otherwise, including (iiwithout limitation) as limited by laws relating those pertaining to the availability materiality, reasonableness, unconscionability, impossibility of specific performance, injunctive relief redemption or other equitable remedies. On cure, surety rights or prior to the Closingdefenses, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representativeswaiver, and the Escrow Agreementlatches, when duly executed and delivered by the Stockholders' Representativesestoppel, shall constitute the valid and binding obligation or judicial deference, or (C) discretionary powers of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief any court or other authority before which may be brought any proceeding seeking equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (, in each case whether at a meeting of stockholders of law, in equity or otherwise (the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCL"Bankruptcy Exceptions").

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject in the Agreement and case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its covenants and other obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, subject only to and no additional corporate proceedings on the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors part of the Company has (i) approved are necessary to authorize the execution and delivery of this Agreement and Agreement, the performance by the Company of its covenants or other obligations hereunder, or the consummation of the transactions contemplated herebyhereby (including the Merger), (ii) determined that the Merger is other than, in the best interests case of the stockholders consummation of the Company and is on terms that are fair to such stockholdersMerger, and obtaining the Requisite Stockholder Approval. (iiib) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except (i) as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and by general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (as among the members of the Company Board present) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow determined that this Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreementtransactions contemplated hereby, when duly executed including the Merger, are fair to and delivered by in the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders best interests of the Company or by written consent in lieu and its stockholders, (iii) approved the execution and delivery of a meeting) of all shares of Company Stock held this Agreement, the performance by the Designated Preferred Stockholders Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in favor Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby, (v) directed that the adoption of this Agreement and the approval be submitted to a vote of the Merger would be sufficient Company Stockholders at the Company Stockholder Meeting and (vi) resolved to constitute recommend that the required stockholder approval thereof pursuant to, and holders of Shares adopt this Agreement in accordance withwith the applicable provisions of Delaware Law. (d) Assuming that the representations of Parent and Merger Sub set forth in Section 4.5 are true and correct, the terms Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Takeover Statutes will not be applicable to this Agreement, the Voting Agreement, the Merger or the transactions contemplated by this Agreement or the Voting Table of Contents Agreement. Other than Section 203 of the DGCL, no other Takeover Statute, or any comparable anti-takeover provision of the Charter, the Bylaws or any comparable governing documents of any of the Company's Certificate of Incorporation’s Subsidiaries, applies to this Agreement, the Company's by-laws Voting Agreement, the Merger or the transactions contemplated by this Agreement or the Voting Agreement. (e) The Company Board has received the written opinion (or an oral opinion confirmed in writing) of its financial advisor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, substantially to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration to be received by the holders of Common Stock (other than Excluded Shares) in the Merger pursuant to this Agreement is fair, from a financial point of view, to such holders. As of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. Promptly after the execution and delivery of this Agreement, the Company will deliver a copy of such opinion to Parent for informational purposes only. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Common Stock necessary (under Applicable Law, the Charter, the Bylaws or otherwise) to consummate the Merger and the DGCLother transactions contemplated by this Agreement.

Authorization and Enforceability. The Company (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into the execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby (including the Merger) and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder, and the consummation by Parent and Merger Sub of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate or limited liability company action on the part of Parent and Merger Sub and no additional corporate or limited liability company actions or proceedings on the Company, subject only part of Parent or Merger Sub are necessary to the approval of the Merger and authorize this Agreement by or the Company's stockholders. The Board consummation of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, hereby (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and including the Merger). This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the Company due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding obligation of the Companyeach of Parent and Merger Sub, enforceable against each of them in accordance with its terms terms, except that such enforceability (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of or relating to creditors' ’ rights generally generally, and (ii) as limited by laws relating is subject to the availability general principles of specific performanceequity. (b) At a meeting duly called and held on May 7, injunctive relief or other equitable remedies. On or prior to the Closing2013, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except Parent Board unanimously (i) as limited by applicable bankruptcydetermined that this Agreement is advisable, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such determined that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval transactions contemplated hereby (including the Merger) are fair to and in the best interests of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant toshareholders of Parent, and (iii) approved this Agreement and the transactions contemplated hereby (including the Merger). Pursuant to action taken by written consent on May 7, 2013, the board of directors of Merger Sub unanimously adopted resolutions (A) determining that this Agreement and the transactions contemplated hereby (including the Merger) are advisable, fair to and in the best interests of the sole shareholder of Merger Sub, (B) adopting this Agreement and approving the transactions contemplated hereby (including the Merger), all upon the terms and subject to the conditions set forth herein, (C) resolving to submit this Agreement to the sole shareholder of Merger Sub for approval in accordance with, with the terms WBCA and (D) recommending that the sole shareholder of Merger Sub approve this Agreement and the transactions contemplated hereby (including the Merger). As of the Company's Certificate date hereof, neither the Parent Board nor the board of Incorporationdirectors of Merger Sub has rescinded or modified in any way the foregoing determinations, actions and resolutions. (c) Neither Parent nor Merger Sub is, nor at any time during the Company's by-laws and last five (5) years has it been, an “acquiring person” of the DGCLCompany as defined in Section 23B.19 of the WBCA (other than as contemplated by this Agreement).

Authorization and Enforceability. The Company Each of the Seller Parties has all requisite full corporate power and authority to enter into the execute, deliver and perform this Agreement and all other agreements and instruments to consummate be executed by them in connection herewith (such other agreements and instruments being hereinafter referred to collectively as the transactions contemplated hereby"Transaction Documents"). The execution execution, delivery and delivery performance by each of the Seller Parties of this Agreement and the consummation of the transactions contemplated hereby Transaction Documents to which such Seller Party is a party have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval each of the Merger and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Mergerthem. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation each of the CompanySeller Parties, enforceable in accordance with its terms except (i) and as limited by applicable bankruptcy, insolvency, reorganization, moratorium and of the Closing Date the other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement Transaction Documents will be duly executed and delivered by the Stockholders' RepresentativesSeller Parties. This Agreement is a legal, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each StockholderSeller Party, enforceable against them in accordance with its terms except (i) as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium and other laws of general application reorganization or affecting enforcement of creditors' rights generally and (ii) as limited by laws relating except to the availability of specific performance, extent that injunctive relief or other equitable remediesrelief is within the discretion of a court. The Designated Preferred Stockholder Agreement has been As of the Closing Date, each of the other Transaction Documents to which each of the Seller Parties is a party will be duly executed and delivered by Designated Preferred Stockholders each of the Seller Parties and constitutes will constitute the legal, valid and binding obligation obligations of each of the Designated Preferred StockholdersSeller Parties, enforceable against them in accordance with its terms respective terms, except (i) as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium and other laws of general application reorganization or affecting enforcement of creditors' rights generally and (ii) as limited by laws relating except to the availability of specific performance, extent that injunctive relief or other equitable remedies. The combined voting power of relief is within the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu discretion of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLcourt.

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) or Section 253 of the DGCL, and assuming the accuracy of Parent’s and Merger Sub’s representation and warranty set forth in Section 4.6, to consummate the transactions contemplated hereby. hereby and to perform its obligations hereunder. (b) The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) have been duly authorized by all necessary corporate action on the part of the Company and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) or Section 253 of the DGCL, and assuming the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 4.2 and Section 4.6, contemplated hereby (including the Offer and the Merger). (c) The affirmative vote of the holders of a majority of the outstanding Company Shares is the only vote of the holders of any class or series of Company Capital Stock that, absent Section 251(h) of the DGCL, would have been necessary under applicable Law and the Company’s certificate of incorporation and bylaws to adopt, subject only to the approval of approve or authorize this Agreement and consummate the Merger and this Agreement by other transactions contemplated hereby in their capacity as stockholders of the Company's stockholders. The . (d) At a meeting duly called and held prior to the execution of this Agreement, the Company Board of Directors has, upon the terms and subject to the conditions set forth herein, (i) unanimously determined that it is in the best interests of the Company has and its stockholders, and declared it advisable, to enter into this Agreement, (iii) approved unanimously determined that this Agreement and the transactions contemplated hereby, (ii) determined that including the Merger is Offer and the Merger, taken together, are fair to, and in the best interests of the stockholders of Company and the Company and is on terms that are fair to such stockholdersStockholders, and (iii) recommended unanimously resolved that the stockholders to the Company approve this Agreement and the Merger be governed by Section 251(h) of the DGCL and that, assuming the accuracy of Parent’s and Merger Sub’s representation and warranty set forth in Section 4.6, the Merger shall be consummated as soon as practicable following the Acceptance Time and that the transactions contemplated hereby (including the Offer and the Merger) as well as the Support Agreements and the transactions contemplated thereby, are not subject to the provisions of, or any restrictions under, the provisions of Section 203 of the DGCL, and (iv) unanimously resolved to recommend that the Company Stockholders accept the Offer, and tender their Company Shares to Merger Sub pursuant to the Offer (the “Company Board Recommendation”). Prior to making the determinations and effecting the approvals set forth in this Section 3.2(d), the Company has received the opinion of Qatalyst Partners LP to the effect that, based upon and subject to the various qualifications and assumptions set forth therein, on the date of such opinion, the consideration to be paid to the holders of the Company Shares (other than Parent or any of its Affiliates) pursuant to the Agreement is fair, from a financial point of view, to such holders. (e) Assuming that the representations of Parent and Merger Sub set forth in Section 4.6 are accurate, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar applicable anti-takeover Law are not applicable to this Agreement and the transactions contemplated hereby (including the Offer and the Merger) or the Support Agreements or the transactions contemplated thereby. No other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger, the Support Agreements or the transactions contemplated hereby or thereby and no “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s certificate of incorporation and bylaws is applicable to the Company Shares, the Merger or the other transactions contemplated by this Agreement. (f) At a meeting duly called and held at which all members of the Compensation Committee of the Company Board (the “Compensation Committee”) were present, the Compensation Committee (i) duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) promulgated under the Exchange Act, (A) each Company Stock Plan, (B) the treatment of Company Options and Company RSUs in accordance with the terms set forth in this Agreement, the applicable Company Stock Plan and any applicable Employee Plan, (C) the terms of Section 6.9, and (D) each other Employee Plan that under the terms of this Agreement is required to be set forth in Section 3.17(a) of the Company Disclosure Schedule which resolutions have not been rescinded, modified or withdrawn in any way, and (ii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) promulgated under the Exchange Act with respect to the foregoing arrangements. Each member of the Compensation Committee is an “independent director” within the meaning of the requirements of Rule 14d-10(d) promulgated under the Exchange Act. (g) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except that such enforceability (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of or relating to creditors' ’ rights generally and (ii) as limited by laws relating is subject to the availability general principles of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLequity.

Authorization and Enforceability. The Company Each Seller Party that is not an individual has all requisite corporate company power and authority to enter into execute and deliver this Agreement and each of the Agreement other Transaction Documents to which such Seller Party is or will be a party and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and performance by each such Seller Party of each of the Transaction Documents to which such Seller Party is or will, pursuant to the terms of this Agreement, become a party has been or will be (as applicable) duly authorized by all necessary action on the part of such Seller Party and its direct and/or indirect equity owners, and no other proceedings or actions on the part of any such Seller Party or any direct and/or indirect equity owners of any such Seller Party are necessary to authorize the execution, delivery and performance by such Seller Party of this Agreement and the consummation other Transaction Documents. Controlling Owner has all necessary capacity to execute and deliver this Agreement and each of the other Transaction Documents to which Controlling Owner is or will be a party and to consummate the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger and this Agreement by the Company's stockholdersthereby. The Board of Directors of the Company has (i) approved this This Agreement and the transactions contemplated herebyother Transaction Documents to which each Seller Party is or will, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders pursuant to the Company approve terms of this Agreement Agreement, become a party have been or will be (as applicable) duly and the Merger. This Agreement has been duly validly executed and delivered by such Seller Party and, assuming due authorization, execution and delivery by the Company and constitutes the other parties thereto (other than other Seller Parties), constitute legal, valid and binding obligation obligations of the Companysuch Seller Party, enforceable against such Seller Party in accordance with its terms except (i) as limited by their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights and other laws of general application affecting enforcement of creditors' rights remedies generally and subject, as to enforceability, to general principles of equity (ii) as limited by laws relating to the availability regardless of specific performance, injunctive relief whether enforcement is sought in a proceeding at Law or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLequity).

Authorization and Enforceability. The Company Seller has all requisite the corporate power and authority to enter into the execute, deliver and perform under this Agreement and to consummate effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby. The execution, delivery and performance by Seller of this Agreement and by Seller and each Transferring Subsidiary of the Ancillary Agreements to which Seller or such Transferring Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby have been, and the execution, delivery and performance by Seller and each Transferring Subsidiary of any other Acquisition Documents to which Seller or such Transferring Subsidiary is a party and the consummation of the transactions contemplated thereby will be prior to the Closing Date, duly authorized by all necessary corporate action of the Seller or the relevant Transferring Subsidiary. This Agreement has been and, when executed and delivered at the Closing, the other Acquisition Documents will have been, duly and validly executed by Seller or the relevant Transferring Subsidiary and, assuming the due execution and delivery of this Agreement and the consummation of other Acquisition Documents to which it is a party by Buyer, will constitute the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Companylegal, subject only to the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation agreements of the CompanySeller or such Transferring Subsidiary, enforceable against it in accordance with its terms except (i) as limited by their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of now or hereafter in effect relating to creditors' ’ rights generally and (ii) as limited by laws relating or to the availability general principles of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLequity.

Authorization and Enforceability. The Company has all requisite the corporate power and authority to enter into the Agreement execute, deliver and to consummate the transactions contemplated hereby. The execution and delivery of perform this Agreement and the consummation other Principal Documents to which it is a party. The execution, delivery and performance of this Agreement (and, upon execution by the transactions contemplated hereby Company of such other Principal Documents to which it is a party, the execution, delivery and performance of such other Principal Documents) have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved unanimously determined that this Agreement Agreement, the other Principal Documents and the transactions contemplated herebyhereby and thereby, (ii) determined that including the Merger is Merger, are advisable and in the best interests of the Company and its stockholders and has approved this Agreement, such other Principal Documents and the transactions contemplated hereby and thereby, including the Merger, and has recommended the adoption and approval of this Agreement, such other Principal Documents and the transactions contemplated hereby and thereby, including the Merger, by the stockholders of the Company Company. The Stockholder Consent is the only vote or approval of the Stockholders necessary to adopt and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement Agreement, such other Principal Documents and the transactions contemplated hereby and thereby, including the Merger. This Agreement has been duly executed and delivered by the Company and constitutes constitutes, and each of the valid other Principal Documents, when duly executed and binding obligation of delivered by the Company, will constitute, a valid, legal and binding agreement of the Company (assuming that this Agreement has been duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against the Company in accordance with its terms terms, except (i) as to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other laws of general application affecting the enforcement of creditors' ’ rights generally and by general principles of equity (ii) as limited by laws relating to the availability regardless of specific performance, injunctive relief whether enforcement is sought in a proceeding at law or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLequity).

Authorization and Enforceability. The Company Each Seller Party has all the requisite corporate or limited liability company power and authority to enter into conduct its business as it is now being conducted and as proposed to be conducted and to execute, deliver and carry out the Agreement terms of this Agreement, together with all documents and agreements necessary to give effect to the provisions of this Agreement, including the Lease and the Loan, and to consummate the transactions contemplated herebyhereby and thereby. The execution All limited liability company actions required to be taken by each Seller Party (including, without limitation, all necessary actions by the board of directors, managers and Equity Constituents of such Seller Party) to authorize the execution, delivery and performance of this Agreement as well as all documents, agreements and instruments executed by such Seller Party which are necessary to give effect to this Agreement (collectively, the consummation of the "Seller Party Instruments") and all transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate and properly taken or obtained in accordance and compliance with, as applicable, such Seller Party's Governing Documents. Each Seller Party has heretofore delivered to the Purchaser Parties true, correct and complete copies of such Seller Party's Governing Documents. No other action on the part of any Seller Party is necessary to authorize the Companyexecution, subject only delivery and performance of this Agreement, the Seller Party Instruments and all transactions contemplated hereby and thereby. This Agreement, the Seller Party Instruments and all agreements to which any Seller Party will become a party hereunder, including the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement Lease and the transactions contemplated herebyLoan, (ii) determined that the Merger is in the best interests of the stockholders of the Company are and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and constitutes will constitute the valid and legally binding obligation obligations of the Companysuch Seller Party, and are and will be enforceable against such Seller Party in accordance with its the respective terms hereof or thereof, except (i) as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency, reorganization, moratorium and insolvency or other similar laws of general application affecting enforcement of creditors' rights generally and (ii) except as enforceability may be subject to and limited by laws relating to the availability general principles of specific performance, injunctive relief equity (regardless of whether considered in a proceeding in equity or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLlaw).

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject in the Agreement and case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, subject only to and no additional corporate proceedings on the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors part of the Company has (i) approved are necessary to authorize this Agreement and or the consummation of the transactions contemplated herebyhereby (including the Merger), (ii) determined that the Merger is subject to, in the best interests case of the stockholders consummation of the Company and is on terms that are fair to such stockholdersMerger, and obtaining the Requisite Stockholder Approval. (iiib) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Newco and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except (i) as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting or relating to the enforcement of creditors' ’ rights generally and by general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held, at which all directors of the Company were present, prior to the execution of this Agreement, the Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow determined that this Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreementtransactions contemplated hereby, when duly executed including the Merger, are fair to and delivered by in the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or by written consent in lieu as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that the adoption of this Agreement be submitted to a meetingvote of the Company Stockholders at the Company Stockholder Meeting and (vi) of all shares of resolved to recommend that the Company Stock held by the Designated Preferred Stockholders vote in favor of the adoption of this Agreement and the approval transactions contemplated hereby, including the Merger, in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the Merger would be sufficient DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to constitute the required stockholder approval thereof pursuant toMerger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received the opinion of ▇▇▇▇▇▇▇ Sachs & Co. LLC to the effect that, as of the date of such opinion and in accordance withbased upon and subject to the qualifications, assumptions and limitations set forth therein, the terms Merger Consideration to be paid to the holders of Company Common Stock (other than Newco and its affiliates) pursuant to this Agreement is fair from a financial point of view, to such holders. A signed, true and complete copy of such opinion has been provided, or will promptly be provided, to Newco solely for informational purposes following receipt thereof by the Company Board. As of the Company's Certificate date of Incorporationthis Agreement, such opinion has not been withdrawn, revoked or modified. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the Company's by-laws affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company capital stock necessary (under Applicable Law or otherwise) to consummate the Merger and the DGCLother transactions contemplated by this Agreement.

Authorization and Enforceability. The Company (a) Each of Landcadia and Merger Sub has all requisite corporate or entity power and authority to enter into the execute, deliver and perform this Agreement and and, upon receipt of Landcadia Business Combination Approval, to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary the board of directors of Landcadia and Merger Sub, and except for Landcadia Business Combination Approval, no other corporate action proceeding on the part of the CompanyLandcadia or Merger Sub is necessary to authorize this Agreement (assuming, if such consummation and performance, as applicable, would occur after May 24, 2018, that Landcadia Extension Approval has been obtained). This Agreement has been duly and validly executed and delivered by each of Landcadia and Merger Sub and assuming due authorization and execution by each other Party hereto, this Agreement constitutes a legal, valid and binding obligation of each of Landcadia and Merger Sub, enforceable against Landcadia and Merger Sub in accordance with its terms, subject only to the approval applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of holders of a majority of the Merger outstanding shares of Landcadia Class A Common Stock and Landcadia Class F Common Stock, voting as a single class, entitled to vote at the Special Meeting, assuming a quorum is present, to approve the Transaction Proposals are the only votes of any of Landcadia’s capital stock necessary in connection with the entry into this Agreement by Landcadia, and the Company's stockholders. The Board of Directors consummation of the Company has transactions contemplated hereby, including the Closing (the “Landcadia Business Combination Approval”). (c) At a meeting duly called and held, the Landcadia Board unanimously: (i) approved determined that this Agreement and the transactions contemplated hereby, hereby are fair to and in the best interests of Landcadia Common Stockholder; (ii) determined that the Merger fair market value of Waitr is equal to at least 80% of the amount held in the best interests Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the stockholders of the Company and is on terms that are fair to such stockholders, and date hereof; (iii) recommended that approved the stockholders to the Company approve transactions contemplated by this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally a Business Combination; and (iiiv) as limited by laws relating resolved to the availability of specific performance, injunctive relief or other equitable remedies. On or prior recommend to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Landcadia Common Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLtransactions contemplated by this Agreement.

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject in the Agreement and case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, subject only and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the approval consummation of the transactions contemplated hereby (including the Merger), other than in the case of the Merger and this Agreement by obtaining the Company's stockholders. The Board of Directors of the Company has Requisite Stockholder Approval. (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Newco and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except (i) as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and by general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow determined that this Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreementtransactions contemplated hereby, when duly executed including the Merger and delivered by Merger Consideration, are fair to and in the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or by written consent in lieu as a result of a meetingthe Merger, this Agreement and the transactions contemplated hereby, (v) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of directed that the adoption of this Agreement and the approval be submitted to a vote of the stockholders of the Company at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received the written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC to the effect that, as of the date of such opinion, the Merger would be sufficient Consideration is fair to constitute the required stockholder approval thereof pursuant toholders of Company Common Stock from a financial point of view, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Newco, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in accordance withSection 4.5, the terms affirmative vote of the Company's Certificate holders of Incorporation, a majority of the Company's by-laws and outstanding Shares entitled to vote at a meeting of the DGCL.holders of Company Common Stock called to consider the Merger (the

Authorization and Enforceability. The Company Vecta has all the requisite corporate limited partnership power and authority to enter into the execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Vecta. This Agreement has been duly and validly executed and delivered by Vecta and (assuming that this Agreement constitutes a valid and binding obligation of Synergy) constitutes a legal, valid and binding obligation of Vecta enforceable against Vecta in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and similar laws affecting creditors’ rights generally and except to the extent that general equitable principles may affect the availability of certain remedies. Synergy has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the MergerSynergy. This Agreement has been duly and validly executed and delivered by the Company Synergy and (assuming that this Agreement constitutes the a valid and binding obligation of the CompanyVecta) constitutes a legal, valid and binding obligation of Synergy enforceable against Synergy in accordance with its terms terms, except (i) as limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' ’ rights generally and (ii) as limited by laws relating except to the extent that general equitable principles may affect the availability of specific performance, injunctive relief or other equitable certain remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCL.

Authorization and Enforceability. The Company (a) Seller has all the requisite corporate limited liability company power and authority to enter into and perform its obligations under this Agreement and the Agreement other Ancillary Documents to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery, and delivery performance by Seller of this Agreement and each other Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) are within Seller’s limited liability company powers, (b) have been duly authorized by all necessary limited liability company action on the part of Seller, and (c) no other limited liability company action on the part of Seller is necessary to authorize this Agreement and each such other Ancillary Document, or to consummate the transactions contemplated hereby and thereby. This Agreement and each other Ancillary Document to which it is a party have been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Law (the “Enforceability Exceptions”). (b) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each other Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) are within the Company’s corporate powers, (b) have been duly authorized by all necessary corporate action on the part of the Company, subject only to and (c) no other corporate action on the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors part of the Company has (i) approved is necessary to authorize this Agreement and each such other Ancillary Document, or to consummate the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company hereby and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Mergerthereby. This Agreement has and each other Ancillary Document to which it is a party have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes the a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except (i) as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLEnforceability Exceptions.

Authorization and Enforceability. The Company Each Borrower Party has all the applicable requisite corporate or limited partnership power and authority to enter into conduct its business as it is now being conducted and as proposed to be conducted and to execute, deliver and carry out the terms of this Agreement, together with all documents and agreements necessary to give effect to the provisions of this Agreement and the other Borrower Party Instruments, and to consummate the transactions contemplated herebyhereby and thereby. The execution All applicable corporate or limited partnership actions required to be taken by each Borrower Party (including, without limitation, all necessary actions by the board of directors, general partners, and Equity Constituents of such Borrower Party) to authorize the execution, delivery and performance of this Agreement as well as the other Borrower Party Instruments and the consummation of the all transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate and properly taken or obtained in accordance and compliance with, as applicable, such Borrower Party's Governing Documents. Each Borrower Party has heretofore delivered to the MPT Parties true, correct and complete copies of such Borrower Party's Governing Documents. No other action on the part of any Borrower Party or any of its Equity Constituents is necessary to authorize the Companyexecution, subject only to the approval delivery and performance of the Merger and this Agreement by or the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement other Borrower Party Instruments and the all transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company hereby and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Mergerthereby. This Agreement has been duly executed Agreement, the Borrower Party Instruments and delivered by the Company all agreements to which any Borrower Party will become a party in connection herewith or therewith are and constitutes will constitute the valid and legally binding obligation obligations of the Companysuch Borrower Party, and are and will be enforceable against such Borrower Party in accordance with its the respective terms hereof or thereof, except (i) as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency, reorganization, moratorium and insolvency or other similar laws of general application affecting enforcement of creditors' rights generally and (ii) except as enforceability may be subject to and limited by laws relating to the availability general principles of specific performance, injunctive relief equity (regardless of whether considered in a proceeding in equity or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLlaw).

Authorization and Enforceability. The Company Each Seller Party has the requisite limited liability company power and authority to conduct its business as it is now being conducted and as proposed to be conducted and to execute, deliver and carry out the terms of the Ocadian Purchase Agreement, this Agreement, together with all requisite corporate power documents and agreements necessary to enter into give effect to the Agreement provisions of this Agreement, including the Lease, and to consummate the transactions contemplated herebyhereby and thereby. The execution All limited liability company actions required to be taken by each Seller Party (including, without limitation, all necessary actions by the manager and/or members of such Seller Party) to authorize the execution, delivery and delivery performance of the Ocadian Purchase Agreement, this Agreement, as well as all documents, agreements and instruments executed by such Seller Party which are necessary to give effect to the Ocadian Purchase Agreement and this Agreement (collectively, the "Seller Party Instruments"), and the consummation of the all transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate and properly taken or obtained in accordance and compliance with such Seller Party's Governing Documents. Each Seller Party has heretofore delivered to the Purchaser Parties true, correct and complete copies of such Seller Party's Governing Documents. No other action on the part of either Seller Party is necessary to authorize the Companyexecution, subject only to the approval delivery and performance of the Merger Ocadian Purchase Agreement, this Agreement, the Seller Party Instruments and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the all transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company hereby and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Mergerthereby. This Agreement has been duly executed Agreement, the Ocadian Purchase Agreement, the Seller Party Instruments and delivered by all agreements to which either Seller Party will become a party hereunder, including the Company Lease, are and constitutes will constitute the valid and legally binding obligation obligations of the Companysuch Seller Parties, and are and will be enforceable against such Seller Parties in accordance with its the respective terms hereof or thereof, except (i) as enforceability may be restricted, limited or delayed by applicable bankruptcy, insolvency, reorganization, moratorium and insolvency or other similar laws of general application affecting enforcement of creditors' rights generally and (ii) except as enforceability may be subject to and limited by laws relating to the availability general principles of specific performance, injunctive relief equity (regardless of whether considered in a proceeding in equity or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLlaw).

Authorization and Enforceability. The Company has all requisite corporate power to enter into the Agreement and to consummate the transactions contemplated hereby. (a) The execution and delivery of this Agreement by each Parent Party, the performance by each Parent Party of its obligations hereunder and the consummation by each Parent Party of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary actions, including all corporate or limited liability company action on the part of the Companysuch Parent Party, subject only to the approval affirmative vote of a majority of the Merger and this Agreement votes cast by the Company's stockholders. The Board holders of Directors Parent Common Stock who are present in person or represented by proxy and entitled to vote on the matter at the Parent Stockholders Meeting approving the issuance of the Company has Common Stock Consideration (ithe “Stock Issuance”), as required by the Nasdaq rules (including Nasdaq Rule 5635) approved this Agreement and (the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger“Parent Stockholder Approval”). This Agreement has been duly executed and delivered by each Parent Party and, assuming the Company due authorization, execution and delivery by of this Agreement by the Company, constitutes the valid and binding obligation obligations of the CompanyParent Parties, enforceable in accordance with its their terms except as such enforceability may be limited by Creditors’ Rights. (b) The Parent Board, at a meeting duly called and held at which all directors of Parent were present, unanimously adopted resolutions (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such determining that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the Transactions are in the best interests of, and are advisable to, Parent and the Parent Stockholders, (ii) approving, adopting and declaring advisable this Agreement and the Transactions, (iii) directing that the Stock Issuance be submitted to the Parent Stockholders for approval at the Parent Stockholders Meeting and (iv) resolving to recommend that the Parent Stockholders approve the Stock Issuance (the “Parent Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 5.2(a). (c) The Parent Stockholder Approval is the only vote of the Merger would be sufficient to constitute holders of any class or series of Parent’s capital stock or other securities required in connection with the required stockholder approval thereof pursuant to, and in accordance with, the terms consummation of the Company's Certificate Transactions. No vote of Incorporation, the Company's by-laws and holders of any class or series of Parent’s capital stock or other securities is required in connection with the DGCLconsummation of any of the Transactions other than the Stock Issuance.

Authorization and Enforceability. The Company Purchaser has all the requisite corporate power and authority to enter into the execute, deliver and perform this Agreement and will have the requisite corporate power and authority to consummate execute, deliver and perform the transactions contemplated herebyPurchaser Transaction Documents as of the Closing Date. The execution execution, delivery and delivery performance of this Agreement and the consummation by Purchaser has been and, as of the transactions contemplated hereby have been Closing Date the Purchaser Transaction Documents will be, duly authorized by all necessary corporate action on the part of the CompanyPurchaser, subject only to the including, if necessary, approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Mergerits shareholders. This Agreement has been been, and as of the Closing Date the other Purchaser Transaction Documents will be, duly executed and delivered by the Company Purchaser. This Agreement is, assuming due and constitutes the valid authorization, execution and delivery hereof by Seller, a legal, valid and binding obligation of the CompanyPurchaser, enforceable against Purchaser in accordance with its terms terms, except (i) as limited by to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Laws affecting the enforcement of creditors' creditors rights generally and (ii) as limited by laws relating to general equitable principles. As of the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the ClosingClosing Date, the Escrow Agreement Purchaser Transaction Documents will be duly executed be, assuming due and delivered valid authorization, execution and delivery hereof by Seller, the Stockholders' Representativeslegal, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation obligations of the Stockholders' Representatives and each StockholderPurchaser, enforceable against Purchaser in accordance with its terms their respective terms, except (i) as limited by to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Laws affecting the enforcement of creditors' creditors rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other general equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLprinciples.

Authorization and Enforceability. The Merger and this Agreement have been duly approved by the board of directors of Company and by all of the Company's shareholders. Each shareholder of Company has all requisite corporate power also agreed to enter into the Stock Acquisition Agreement, to cause any transferee of his or her Company shares also to agree to enter into the Stock Acquisition Agreement at the Closing and, if he or she is then a Company employee, to enter into a confidentiality and technology assignment agreement with Surviving Corporation substantially in the form attached to consummate the transactions contemplated hereby. The execution and delivery of this Agreement as Exhibit B (a "Confidentiality and Assignment Agreement") at the consummation Closing. Copies of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part unanimous written consents of the Company, subject only 's board and shareholders and of such agreements of Company's shareholders are attached to the approval of the Merger and this Agreement by the Company's stockholdersas Schedule 2.2. The Board of Directors of the Company has (i) approved this Agreement taken all corporate actions necessary to authorize the execution, delivery and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests performance of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. At the Effective Time, the Licensor Corporation (as defined in Section 4.4) shall have taken all corporate actions necessary to authorize the execution, delivery and performance by it of the License Agreement. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligations of Company, enforceable against Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar laws or equitable principles relating to or limiting the rights of creditors generally. Each agreement referenced in items (d)-(g) of Section 5 (a "Closing Agreement"), at the Effective Date, will constitute the legal, valid and binding obligation of the Companyparty or parties to that agreement other than Caneum (the "Other Party" or "Other Parties"), enforceable against the Other Party or Other Parties in accordance with its terms terms, except (i) as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other insolvency or similar laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws or equitable principles relating to or limiting the availability rights of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediescreditors generally. The Designated Preferred Stockholder Agreement has been duly executed execution delivery and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption performance of this Agreement by Company, and of each Closing Agreement by the Other Party or Other Parties to that agreement will not violate or constitute a default, or a condition that, if continued, with the passage of time or notice would constitute a default, under (a) Company's or an Other Party's articles or bylaws, (b) any agreement to which Company or an Other Party is a party, or (c) any statute or law or any judgment, decree, order, regulation or rule of any court or governmental agency, authority or subunit ("Governmental Authority") to which Company or an Other Party is subject. Except for any required tax filings, the filings referred to in Section 1.2 and the actions to be take at the Closing under this Agreement, no authorization or approval of, or filing with, any governmental, regulatory or administrative body or any other Person is required in connection with the execution, delivery and performance by Company of this Agreement or by the Other Parties of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLClosing Agreements.

Authorization and Enforceability. The Company has all requisite corporate power to enter into the Agreement and to consummate the transactions contemplated hereby. (a) The execution and delivery of this Agreement and the consummation Other Transaction Documents to which ▇▇▇▇▇ is a party and the performance by ▇▇▇▇▇ of the transactions contemplated hereby its obligations hereunder and thereunder have been duly authorized by all necessary Buyer and no other corporate action proceedings on the part of Buyer (including, without limitation, any shareholder vote or approval) are necessary to authorize the Companyexecution, subject only to the approval of the Merger delivery and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption performance of this Agreement and the approval Other Transaction Documents to which Buyer is a party or the consummation of the Merger would Contemplated Transactions that are required to be sufficient to constitute the required stockholder approval thereof pursuant toperformed by ▇▇▇▇▇. This Agreement is, and each of the Other Transaction Documents to be executed and delivered at the Closing by ▇▇▇▇▇ will be at the Closing, duly authorized, executed and delivered by Buyer and constitute, or as of the Closing will constitute, valid and legally binding agreements of Buyer enforceable against Buyer in accordance withwith their terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The shares of Buyer Common Stock and Buyer Preferred Stock to be issued and delivered by Buyer in the terms Share Issuance (i) have been duly authorized and, when issued, will be validly issued, fully paid and nonassessable and issued in compliance with applicable securities Laws or exemptions therefrom and (ii) when issued, will not be subject to any Liens or right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement or shareholders or members agreement with respect to the Company's Certificate purchase, repurchase, sale or voting of Incorporation, such shares of Buyer Common Stock and Buyer Preferred Stock (except for the Company's by-laws and the DGCLShareholder Agreement).

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject in the Agreement and case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, subject only and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the approval consummation of the transactions contemplated hereby (including the Merger), other than in the case of the Merger and this Agreement by obtaining the Company's stockholders. The Board of Directors of the Company has Requisite Stockholder Approval. (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except (i) as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and by general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board, with the unanimous recommendation of the Special Committee, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow determined that this Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreementtransactions contemplated hereby, when duly executed including the Merger, are fair to and delivered by in the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or by written consent in lieu as a result of a meetingthe Merger, this Agreement and the transactions contemplated hereby, (v) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of directed that the adoption of this Agreement and the approval be submitted to a vote of the Company Stockholders at the Company Stockholders Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation under the laws of the State of Delaware or other Applicable Law (each, a “Takeover Statute”) is applicable to Parent, the Merger would be sufficient or any of the other transactions contemplated by this Agreement or the Voting Agreements. (e) The Company Board has received the opinion of ▇▇▇▇▇▇▇▇▇ & Co., LLC to constitute the required stockholder approval thereof pursuant toeffect that, as of the date of such opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Company Common Stock (other than Company Common Stock owned by Parent, Merger Sub or any of their direct or indirect wholly-owned Subsidiaries), and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Parent, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in accordance withSection 4.5, the terms affirmative vote of the Company's Certificate holders of Incorporationa majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of Company Common Stock necessary (under Applicable Law, the Company's by-laws ’s organizational documents or otherwise) to consummate the Merger and the DGCLother transactions contemplated by this Agreement.

Authorization and Enforceability. The Company and each of its Subsidiaries has all requisite corporate power and authority, and has taken all corporate action necessary, to enter into the execute and deliver this Agreement, each Ancillary Agreement to which it is a party, and each instrument required to be executed and delivered by it pursuant to this Agreement, to consummate the transactions contemplated herebyTransactions, and to perform its obligations under this Agreement and the Ancillary Agreements. The execution and delivery by the Company and each of its Subsidiaries of this Agreement, each Ancillary Agreement to which it is a party, and each instrument required to be executed and delivered by it pursuant to this Agreement, and the consummation by the Company of the transactions contemplated hereby Transactions, have been duly authorized and validly approved by all necessary the board of directors of the Company and, to the extent legally required, the appropriate governing body of each of the Subsidiaries (as applicable), and Parent and the Purchaser have been provided with documentation of such approvals from the requisite governing bodies. No other corporate action proceedings or actions on the part of the CompanyCompany or any of its Subsidiaries are necessary to authorize this Agreement, subject only each Ancillary Agreement to the approval of the Merger which it is a party, and each instrument required to be executed and delivered by it pursuant to this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement Agreement, and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the MergerTransactions. This Agreement has been duly executed and delivered by the Company and constitutes is, and upon execution and delivery of the valid Ancillary Agreements to which the Company and each of its Subsidiaries (as applicable) is a party, each of such Ancillary Agreements will be legal, valid, and binding obligation obligations of the Company, Company and each of its Subsidiaries (as applicable) enforceable against the Company and such applicable Subsidiary in accordance with its terms their terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvencymoratorium, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors' ’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCL“Enforceability Exceptions”).

Authorization and Enforceability. The Company Conopco has all requisite corporate power and authority to enter into execute and deliver this Agreement and each of the Agreement Seller Ancillary Documents to which it is or is to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. Each of the other Sellers has all requisite corporate power and authority to execute and deliver the Seller Ancillary Documents to be entered into by it at the Closing, to perform its respective obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Conopco of this Agreement and the Seller Ancillary Documents to be entered into by it at the Closing and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Conopco and, in the Companycase of the Seller Ancillary Documents, subject only will be authorized by all necessary corporate action on the part of the other Sellers prior to the Closing, and do not and will not require the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the MergerParent. This Agreement has been duly executed and delivered by Conopco and constitutes, and each Seller Ancillary Document to be entered into by any of the Company Sellers will be duly executed and constitutes delivered at the Closing and when so executed and delivered will constitute, the legal, valid and binding obligation of the Companyapplicable Seller, enforceable against it in accordance with its terms terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating subject to the availability general principles of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLequity.

Authorization and Enforceability. The Company Each of ABI and Merger Sub has all requisite corporate power to enter into the this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyABI and Merger Sub, subject only to the approval of the Merger and the transactions contemplated by this Agreement by ABI's stockholders and ABI as the Company's stockholderssole stockholder of Merger Sub. The Board of Directors of the Company each of ABI and Merger Sub has (i) approved this Agreement and the transactions contemplated hereby, hereby and (ii) determined that the Merger is in the best interests of the stockholders of ABI or ABI as the Company sole stockholder of Merger Sub, as the case may be, and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company ABI and Merger Sub, and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium ABI and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each StockholderMerger Sub, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock ABI capital stock held of record by the Designated Preferred ABI Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company ABI or by written consent in lieu of a meeting) of all shares of Company Stock ABI capital stock held of record by the Designated Preferred ABI Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof of this Agreement and the Merger pursuant to, and in accordance with, the terms of the CompanyABI's Certificate of Incorporation, the CompanyABI's by-laws and the DGCL, as applicable.

Authorization and Enforceability. The Company (a) GHIV has all requisite corporate power and authority to execute, deliver and perform this Agreement and, upon receipt of the GHIV Stockholder Approval, to consummate the Transactions. At the Closing, GHIV will have full corporate power and authority to enter into and perform its obligations under each other agreement, document or certificate to be executed by GHIV at the Agreement Closing and to consummate the transactions contemplated herebyTransactions. The execution execution, delivery and delivery performance of this Agreement and each Ancillary Agreement in effect as of the date of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized and approved by all necessary corporate action the GHIV Board and, except for approval by the holders of a majority of the shares of GHIV Common Stock that are voted at the Special Meeting, no other proceeding on the part of the CompanyGHIV is necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by GHIV and assuming due authorization and execution by each other Party hereto, this Agreement constitutes a legal, valid and binding obligation of GHIV, enforceable against GHIV in accordance with its terms, subject only to the Bankruptcy and Equity Exceptions. Each Ancillary Agreement to be executed by GHIV at the Closing will be, when executed and delivered by GHIV, duly and validly executed and delivered, and assuming due authorization and execution by each other Party and consummation of the Closing, will constitute a legal, valid and binding obligation of GHIV, enforceable against GHIV, in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. (b) Assuming a quorum is present at the Special Meeting, (i) approval of each of the (A) Business Combination Proposal, (B) Nasdaq Proposal and (C) Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by GHIV Common Stockholders at the Special Meeting entitled to vote at the Special Meeting and (ii) approval of the Merger and this Agreement by Amendment Proposal requires the Company's stockholders. The Board affirmative vote of Directors a majority of the Company has outstanding shares of GHIV Common Stock entitled to vote at the Special Meeting (such approvals collectively, together with the approvals required for each other Transaction Proposal, the “GHIV Stockholder Approval”). (c) At a meeting duly called and held on or prior to the date hereof, the GHIV Board unanimously: (i) approved determined that this Agreement and the transactions contemplated hereby, Transactions are fair to and in the best interests of GHIV Common Stockholders; (ii) determined that the Merger is in the best interests of the stockholders fair market value of the Company is equal to at least eighty percent (80)% of the amount held in the Trust Account (excluding any deferred underwriting commissions and is Taxes payable on terms that are fair to such stockholders, and interest earned on the Trust Account) as of the date of this Agreement; (iii) recommended that approved the stockholders to the Company approve this Agreement execution, delivery and the Merger. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption performance of this Agreement and the Ancillary Agreements to which it is or will be a party and the consummation of the Transactions; (iv) approved the Transactions as a Business Combination; and (v) resolved to recommend to the GHIV Common Stockholders the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, Transactions and in accordance with, the terms each of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLTransaction Proposals.

Authorization and Enforceability. The Company has all requisite corporate power to enter into the Agreement execution, delivery and to consummate the transactions contemplated hereby. The execution and delivery performance by Cargill of this Agreement and the other Transaction Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby Transactions, have been duly authorized and approved by all necessary corporate action on the part of Cargill. Subject to compliance with, or receipt of waivers of, the Companynotice and option to purchase provisions set forth in Article IV, subject only Section 10 of the certificate of incorporation of Cargill, or the adoption of amendments to the approval certificate of the Merger and this Agreement by the Company's stockholders. The Board incorporation of Directors of the Company has (i) approved this Agreement and Cargill to otherwise permit the transactions contemplated hereby, (ii) determined that no other corporate action or proceedings on the Merger part of Cargill is necessary to authorize the execution, delivery and performance by Cargill of this Agreement and the other Transaction Documents to which it is or will be a party or the consummation of the Transactions. Subject to compliance with, or receipt of waivers of, the notice and option to purchase provisions set forth in Article IV, Section 10 of the best interests certificate of incorporation of Cargill, or the adoption of amendments to the certificate of incorporation of Cargill to otherwise permit the transactions contemplated hereby, no vote or consent of the stockholders of the Company and Cargill is on terms that are fair necessary to such stockholders, and (iii) recommended that the stockholders to the Company adopt or approve this Agreement and or the Mergerother Transaction Documents or approve the Transactions under applicable Law or otherwise. This Agreement has been duly executed and delivered by Cargill, and the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating Transaction Documents to the availability of specific performance, injunctive relief which it is or other equitable remedies. On will be a party has been or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' RepresentativesCargill, and the Escrow Agreementassuming due authorization, when duly executed execution and delivered delivery of this Agreement and such other Transaction Documents by the Stockholders' Representativesother parties thereto, shall constitute the this Agreement and each of such other Transaction Documents is or will be a valid and binding obligation of the Stockholders' Representatives and each StockholderCargill, enforceable against Cargill in accordance with its terms terms, except (i) as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other receivership, moratorium, fraudulent transfer or similar laws of general application now or hereinafter in effect relating to or affecting enforcement of creditors' ’ rights generally and by general principles of equity, and (ii) as with respect to the rights of indemnification and contribution hereunder, where enforcement hereof may be limited by laws relating to federal or state securities Laws or the availability of specific performance, injunctive relief or other equitable remediespolicies underlying such Laws. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation Board of the Designated Preferred StockholdersDirectors of Cargill, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of duly called and held, has approved the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement Transaction Documents and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLTransactions.

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject in the Agreement and case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, subject only to and no additional corporate proceedings on the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors part of the Company has (i) approved are necessary to authorize this Agreement and or the consummation of the transactions contemplated herebyhereby (including the Merger), (ii) determined that the Merger is other than, in the best interests case of the stockholders of Merger, obtaining the Company and is on terms that are fair to such stockholders, and Requisite Stockholder Approval. (iiib) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Newco and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except (i) as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and by general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow determined that this Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreementtransactions contemplated hereby, when duly executed including the Merger and delivered by Merger Consideration, are fair to and in the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or by written consent in lieu as a result of a meetingthe Merger, this Agreement and the transactions contemplated hereby, (v) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of directed that the adoption of this Agreement and the approval be submitted to a vote of the Merger would be sufficient stockholders of the Company at the Company Stockholders Meeting and (vi) resolved to constitute recommend that the required stockholder approval thereof pursuant toholders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received an oral opinion of Qatalyst Partners LP (subsequently confirmed in writing) to the effect that, as of the date of such opinion, and in accordance withbased upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the terms Merger Consideration to be received under this Agreement by the holders of Company Common Stock (other than Parent or any Affiliate of Parent) is fair, from a financial point of view, to such holders, and as of the Company's Certificate date of Incorporationthis Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Newco, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Common Stock necessary (under Applicable Law, the Company's by-laws ’s governing documents or otherwise) to consummate the Merger and the DGCLother transactions contemplated by this Agreement.

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject in the Agreement and case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the CompanyCompany and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), subject only to other than in the approval case of the Merger and this Agreement by obtaining the Company's stockholders. The Board of Directors of the Company has Requisite Stockholder Approval. (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except (i) as to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and by general principles of equity. (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow determined that this Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreementtransactions contemplated hereby, when duly executed including the Merger, are fair to and delivered by in the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or by written consent in lieu as a result of a meetingthe Merger, this Agreement and the transactions contemplated hereby, (v) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of directed that the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Stockholders Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) The Company and the approval Company Board have taken all action necessary to exempt the Merger, this Agreement and the other transactions contemplated hereby from the restrictions on business combinations and voting requirements contained in Section 203 of the DGCL. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Applicable Law (such Applicable Law, including Section 203 of the DGCL, “Takeover Law”) applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received the written opinion of ▇▇▇▇ & Company, LLC to the effect that (subject to the assumptions, qualifications, limitations and other matters set forth therein), as of the date of this Agreement, the Merger would be sufficient Consideration is fair to constitute the required stockholder approval thereof pursuant toholders of Company Common Stock from a financial point of view, and in accordance with, the terms as of the Company's Certificate date of Incorporationthis Agreement, such opinion has not been withdrawn, revoked or modified. (f) The affirmative vote of the Company's by-laws holders of a majority of the outstanding Shares voting to adopt this Agreement (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company capital stock necessary (under Applicable Law or otherwise) to consummate the Merger and the DGCLother transactions contemplated by this Agreement.

Authorization and Enforceability. The Company has all requisite Purchaser and Subsidiary have full corporate power and corporate authority to enter into the make, execute, deliver and perform this Agreement and all other agreements and instruments to consummate be executed by Purchaser and Subsidiary in connection herewith (such other agreements and instruments being hereinafter referred to collectively as the transactions contemplated hereby. The execution “Transaction Documents”), and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Transaction Documents by Purchaser and Subsidiary have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger Purchaser and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the MergerSubsidiary including shareholder approval. This Agreement has been been, and as of the Closing Date the Transaction Documents will be, duly executed and delivered by Purchaser and Subsidiary. This Agreement is, and as of the Company and constitutes Closing Date the Transaction Documents will be, the legal, valid and binding obligation obligations of the Company, Purchaser and Subsidiary enforceable against Purchaser and Subsidiary in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating respective terms. Except with respect to the availability consents to be delivered pursuant to Section 2.5(a) hereof, no approval, authorization or consent of specific performance, injunctive relief or any other equitable remedies. On or prior to third party (including any governmental authority) is required in connection with the Closing, the Escrow Agreement will be duly executed execution and delivered delivery by the Stockholders' Representatives, Purchaser and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption Subsidiary of this Agreement and the approval consummation of the Merger would be sufficient Transaction Documents contemplated hereby. 3.11 No Pending Litigation or Proceedings. There are no actions, suits, investigations or proceedings (public or private) pending against or, to constitute the required stockholder approval thereof pursuant tobest of Seller’s knowledge, and in accordance with, the terms threatened against or affecting any of the Company's Certificate Acquired Assets or that question the validity of Incorporationthis Agreement or any action taken or to be taken by Seller in connection with the consummation of the Transaction Documents before any court or arbitrator or Authority. There are currently no outstanding judgments, decrees, settlement agreements or orders of any court or Authority against Seller, or any Affiliate of Seller, affecting or naming Seller or which relate to or arise out of the Company's by-laws and ownership or license of the DGCLAcquired Assets.

Authorization and Enforceability. The Company Each Seller has all requisite corporate power power, authority, and right to enter into the and deliver this Agreement, and perform its obligations under this Agreement and each Transaction Document to which it is a party and to consummate the transactions contemplated herebyhereby or thereby and to Transfer the legal and beneficial title and ownership of the Membership Interests to Purchaser free and clear of all Liens. The execution Sellers have taken all action necessary and delivery of have obtained all authorizations and approvals to execute and deliver this Agreement and the consummation of each Transaction Document to which it is a party to and to consummate the transactions contemplated hereby have been duly authorized by all necessary corporate and thereby and to perform their obligations hereunder and thereunder, and no other action on the part of the Company, subject only Sellers or their Affiliates is necessary to the approval of the Merger and authorize this Agreement by or the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement other Sellers Documents and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company hereby and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Mergerthereby. This Agreement has been duly executed and delivered by the Company Sellers and, assuming due authorization, execution, and delivery by Purchaser, constitutes the legally valid and binding obligation of the CompanySellers, enforceable against Sellers in accordance with its terms terms, except (i) as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and equitable principles (ii) as limited by laws relating to whether considered in a proceeding in equity or at law). Each of the availability of specific performanceother Sellers Documents will be, injunctive relief or other equitable remedies. On when delivered at or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' RepresentativesSellers, and, assuming due authorization, execution, and the Escrow Agreement, when duly executed and delivered delivery by the Stockholders' Representativesother parties thereto, shall will constitute the legally valid and binding obligation obligations of the Stockholders' Representatives and each StockholderSellers, enforceable against Sellers in accordance with its terms terms, except (i) as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote principles (whether considered in a proceeding in equity or at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLlaw).

Authorization and Enforceability. The Company Seller has all the requisite corporate power and authority to enter into the execute, deliver and perform this Agreement and will have the requisite corporate power and authority to execute, deliver and perform the Seller Transaction Documents as of the Closing Date, and, subject to approval of the Transaction by the shareholders of Seller, to consummate the transactions contemplated herebyTransaction. The execution execution, delivery and delivery performance of this Agreement by Seller has been, and the consummation as of the transactions contemplated hereby have been Closing Date the Seller Transaction Documents will be, duly authorized by all necessary corporate action on the part of the CompanySeller, subject only to the approval of the Merger and this Agreement Transaction by the Company's stockholders. The Board shareholders of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the MergerSeller. This Agreement has been been, and as of the Closing Date the Seller Transaction Documents will be, duly executed and delivered by the Company Seller. This Agreement is, assuming due and constitutes the valid authorization, execution and delivery hereof by Purchaser, a legal, valid and binding obligation of the CompanySeller, enforceable against Seller in accordance with its terms terms, except (i) as limited by to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Laws affecting the enforcement of creditors' ’ rights generally and (ii) as limited by laws relating to general equitable principles. As of the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the ClosingClosing Date, the Escrow Agreement Seller Transaction Documents will be duly executed be, assuming due and delivered valid authorization, execution and delivery thereof by Purchaser, the Stockholders' Representativeslegal, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation obligations of the Stockholders' Representatives and each StockholderSeller, enforceable against Seller in accordance with its terms their respective terms, except (i) as limited by to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Laws affecting the enforcement of creditors' ’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other general equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLprinciples.

Authorization and Enforceability. The Company (a) Each of Parent and the Merger Sub has all requisite corporate power and authority, as applicable, to enter into the execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and the Merger Sub and the consummation by Parent and the Merger Sub of the transactions contemplated hereby (including the Merger) have been duly authorized by all corporate action on the part of Parent and the Merger Sub, and no other corporate proceedings on the part of Parent or the Merger Sub are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on (including the part of the Company, subject only to the approval of the Merger and this Agreement by the Company's stockholders. Merger). (b) The Board of Directors of the Company Merger Sub has (i) determined and declared that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Merger Consideration are in the best interests of the Merger Sub and its sole stockholder, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iiiv) determined directed that the adoption of this Agreement be submitted to a vote of the sole stockholder of the Merger Sub, and (v) resolved to recommend that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve Sub’s sole stockholder adopt this Agreement and in accordance with the Merger. applicable provisions of Delaware Law (c) This Agreement has been duly executed and delivered by each of Parent and the Company Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding obligation of each of Parent and the CompanyMerger Sub, enforceable against each in accordance with its terms except (i) as limited by applicable bankruptcyterms, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating subject to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption of this Agreement and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLEnforceability Limitations.

Authorization and Enforceability. The Company (a) This Agreement has all requisite corporate power been, and each of the other documents, agreements and instruments to enter into be executed and delivered at Closing (together with this Agreement, the Agreement “Transaction Documents”) by the Shareholders or Deltek will be, at Closing, duly authorized, executed and delivered by Deltek and/or each of the Shareholders, as the case may be, and constitutes, or as of the Closing Date will constitute, a valid and legally binding agreement of Deltek or the Shareholders, as the case may be, enforceable against Deltek or the Shareholders, as the case may be, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to consummate the transactions contemplated herebygeneral equity principles. The execution and delivery of this Agreement and the consummation other Transaction Documents to which Deltek is a party and the performance by Deltek of the transactions contemplated hereby Contemplated Transactions that are required to be performed by Deltek have been duly authorized by all necessary the Board of Directors of Deltek in accordance with applicable Law and the Amended and Restated Articles of Incorporation, as amended, and the Bylaws of Deltek, and no other corporate action proceedings on the part of Deltek (including, without limitation, any shareholder vote or approval) are necessary to authorize the Companyexecution, subject only to the approval of the Merger delivery and this Agreement by the Company's stockholders. The Board of Directors of the Company has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreement, when duly executed and delivered by the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders of the Company or by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of the adoption performance of this Agreement and the approval other Transaction Documents to which Deltek is a party or the consummation of the Merger would Contemplated Transactions. (b) The Debentures have been duly authorized by Deltek and when issued in compliance with the provisions of this Agreement and the other Transaction Documents will be sufficient duly and validly issued and outstanding and will constitute valid and binding agreements of Deltek enforceable against it in accordance with their terms, subject to constitute bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Common Shares and the required stockholder approval thereof pursuant toshares of Series A Preferred Stock have been duly authorized by Deltek and when issued in compliance with the provisions of this Agreement and the other Transaction Documents will be validly issued and outstanding, fully paid and nonassessable. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and in accordance withthe qualifications, the terms limitations and restrictions, of the Company's Certificate Series A Preferred Stock will be as stated in the Articles of Incorporation, the Company's by-laws and the DGCLAmendment.

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject in the Agreement and case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, subject only and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the approval consummation of the transactions contemplated hereby (including the Merger), other than in the case of the Merger and this Agreement by obtaining the Company's stockholders. The Board of Directors of the Company has Requisite Stockholder Approval. (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Newco and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except (i) as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and by general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (i) determined and declared that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow determined that this Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreementtransactions contemplated hereby, when duly executed including the Merger and delivered by Merger Consideration, are fair to and in the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or by written consent in lieu as a result of a meetingthe Merger, this Agreement and the transactions contemplated hereby, (v) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of directed that the adoption of this Agreement and the approval be submitted to a vote of the stockholders of the Company at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received the written opinions of Qatalyst Partners, L.P. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. to the effect that, as of the date of such opinions, the Merger would be sufficient Consideration is fair to constitute the required stockholder approval thereof pursuant toholders of Company Common Stock from a financial point of view, and as of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A signed copy of such opinion will be made available to Newco, for informational purposes only, promptly after the execution and delivery of this Agreement by each of the parties hereto. (f) Assuming the accuracy of the representations and warranties set forth in accordance withSection 4.5, the terms affirmative vote of the Company's Certificate holders of Incorporationa majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Common Stock necessary (under Applicable Law, the Company's by-laws ’s governing documents or otherwise) to consummate the Merger and the DGCLother transactions contemplated by this Agreement.

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to obtaining the Agreement and Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby (including the Merger) and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, subject only to and no additional corporate proceedings on the approval of the Merger and this Agreement by the Company's stockholders. The Board of Directors part of the Company has (i) approved are necessary to authorize this Agreement and or the consummation of the transactions contemplated hereby, hereby (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and including the Merger. ), subject to obtaining the Requisite Stockholder Approval. (b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and the Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except for the Enforceability Limitations. (c) The Company Board has unanimously (i) as limited by applicable bankruptcydetermined and declared that this Agreement and the transactions contemplated hereby, insolvencyincluding the Merger, reorganizationare advisable, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow determined that this Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreementtransactions contemplated hereby, when duly executed including the Merger and delivered by the Stockholders' RepresentativesMerger Consideration, shall constitute are in the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary, so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the Merger, this Agreement and the transactions contemplated hereby, (v) directed that, as and to the extent required by written consent in lieu of a meeting) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of this Agreement, the adoption of this Agreement be submitted to a vote of the stockholders of the Company at the Company Stockholder Meeting, and (vi) resolved, as and to the extent required by this Agreement, to recommend that the Company’s stockholders adopt this Agreement in accordance with the applicable provisions of Delaware Law. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received a written opinion of Duff & P▇▇▇▇▇, a K▇▇▇▇ Business operating as K▇▇▇▇, LLC, that, based on and subject to the assumptions and limitations set forth in its written opinion, the Merger Consideration to be received in the Merger by the holders of Company Common Stock (excluding Company Common Stock owned by Parent, Merger Sub or the Company or any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company and the approval Company Common Stock as to which dissenters’ rights have been perfected) is fair from a financial point of view to such holders, and as of the Merger would be sufficient to constitute date of this Agreement, such opinion has not been withdrawn, revoked or modified. (f) Assuming the required stockholder approval thereof pursuant to, accuracy of the representations and warranties set forth in accordance withSection 4.5, the terms Requisite Stockholder Approval is the only vote of the holders of any class or series of the Company's Certificate of Incorporation’s capital stock necessary under Applicable Law, the Company's by-laws Company Charter or the Company Bylaws to consummate the Merger and the DGCLother transactions contemplated by this Agreement.

Authorization and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject in the Agreement and case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly authorized by all necessary corporate action on the part of the Company, subject only and no additional corporate proceedings on the part of the Company are necessary to authorize this Agreement or the approval consummation of the transactions contemplated hereby (including the Merger), other than in the case of the Merger and this Agreement by obtaining the Company's stockholders. The Board of Directors of the Company has Requisite Stockholder Approval. (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders to the Company approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Newco and Merger Sub, constitutes the a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms terms, except (i) as that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application similar Applicable Law affecting enforcement of or relating to creditors' ’ rights generally and by general principles of equity (collectively, the “Enforceability Limitations”). (c) At a meeting duly called and held prior to the execution of this Agreement, the Company Board unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. On or prior to the Closing, the Escrow determined that this Agreement will be duly executed and delivered by the Stockholders' Representatives, and the Escrow Agreementtransactions contemplated hereby, when duly executed including the Merger, are fair to and delivered by in the Stockholders' Representatives, shall constitute the valid and binding obligation of the Stockholders' Representatives and each Stockholder, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Designated Preferred Stockholder Agreement has been duly executed and delivered by Designated Preferred Stockholders and constitutes the valid and binding obligation of the Designated Preferred Stockholders, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The combined voting power of the shares of Company Stock held by the Designated Preferred Stockholders is such that the affirmative vote (whether at a meeting of stockholders best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iv) assuming the accuracy of the representations and warranties set forth in Section 4.5, took all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL will not apply with respect to or by written consent in lieu as a result of a meetingthe Merger, this Agreement and the transactions contemplated hereby, (v) of all shares of Company Stock held by the Designated Preferred Stockholders in favor of directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of Shares adopt this Agreement in accordance with the applicable provisions of Delaware Law, which resolutions, as of the date hereof, have not been subsequently withdrawn or modified. (d) Other than Section 203 of the DGCL, no other “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover Applicable Law applies to the Merger, this Agreement or any of the other transactions contemplated hereby. (e) The Company Board has received the opinion of Qatalyst Partners LP to the effect that, as of the date of such opinion and subject to the limitations, qualifications and assumptions set forth therein, the Merger Consideration to be received by the holders of shares of Company Common Stock, other than Newco or any Affiliates of Newco, pursuant to this Agreement is fair, from a financial point of view, to such holders. As of the date of this Agreement, such opinion has not been withdrawn, revoked or modified. A written copy of such opinion will be provided to Newco promptly following receipt by the Company. (f) Assuming the accuracy of the representations and warranties set forth in Section 4.5, the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at a meeting of the holders of Company Common Stock called to consider the Merger (the “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Common Stock necessary (under Applicable Law or otherwise) to approve this Agreement and consummate the Merger and the approval of the Merger would be sufficient to constitute the required stockholder approval thereof pursuant to, and in accordance with, the terms of the Company's Certificate of Incorporation, the Company's by-laws and the DGCLother transactions contemplated by this Agreement.