Common use of Authorization; Valid and Binding Agreement Clause in Contracts

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and each other certificate, agreement, document and instrument to be executed and delivered by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, the transactions contemplated hereby and thereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). All corporate action on the part of Parent, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been taken, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub or, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement. (b) Except as set forth on Section 4.3(b) of the Parent Disclosure Letter, neither the execution, delivery or performance of this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or use.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub The Company has all necessary corporate power and authority to execute and deliver this Agreement and each other certificate, agreement, document and instrument to be executed and delivered by the Parent or Merger Sub Company in connection with the transactions contemplated by this Agreement (collectively, the “Parent Company Transaction Documents”) and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, the transactions contemplated hereby and thereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by Parent as the sole stockholder holders of Merger Sub a majority of the outstanding shares of Company Common Stock on the record date for the Stockholders’ Meeting (which shall occur immediately after the execution and delivery of this Agreement“Company Stockholder Approval”). All corporate action on the part of Parentthe Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and each of the Parent Transactions Company Transaction Documents and the performance of all obligations of Parent the Company hereunder and thereunder has been taken, subject only to obtaining the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement)Company Stockholder Approval. This Agreement and each of the Parent Company Transaction Documents have been duly executed and delivered by Parent and Merger Sub the Company or, in the case of the Parent any Company Transaction Document to be executed and delivered hereafter, each such Parent Company Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Company Transaction Documents each constitute or, in the case of any Parent Company Transaction Documents to be executed hereafter, each such Parent Company Transaction Document will constitute a legal legal, valid and binding obligation of Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the CompanyParent and Merger Sub, will be enforceable against Parent and Merger Sub the Company in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Board of Directors of each of Parent and Merger Sub the Company, subject to Section 6.2, has approved, adopted unanimously approved and declared advisable the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub of recommended that the transactions contemplated by Company’s stockholders adopt this AgreementAgreement (the “Board Recommendation”). (b) Except as set forth on Section 4.3(b3.3(b) of the Parent Company Disclosure Letter, neither the execution, delivery or performance of this Agreement and the Parent Company Transaction Documents by Parent or Merger Sub the Company nor the consummation of the Merger by Parent, Merger Sub the Company or any of their respective its Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent ContractCompany Contract or any lease governing any material Company Leased Real Property, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent the Company or Merger Sub any of its Subsidiaries that it was not obligated to perform immediately before such Parent Company Transaction Document was executed under, any term of any such Parent Company Contract or any LawLaw (assuming, as to the Surviving Corporation, that it was a party thereto immediately before this Agreement was executed), (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub the Company or any of their respective its Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub the Company or any of their respective its Subsidiaries owns, uses or purports to own or use.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub The Company has all necessary corporate power and authority to execute and deliver this Agreement and each other certificate, agreement, document and instrument to be executed and delivered by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereofof this Agreement, the transactions contemplated hereby and thereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). All corporate action on , including obtaining the part of ParentStockholder Approval, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been taken, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement)if necessary. This Agreement and each of the Parent Transaction Documents have has been duly executed and delivered by Parent the Company and Merger Sub or, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This assuming that this Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute is a legal valid and binding obligation of Parent and Merger Sub andSub, assuming due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the The Company’s Board of Directors of each of Parent Directors, at a meeting duly called and Merger Sub has approved, adopted and declared advisable held prior to the execution, delivery and performance execution of this Agreement and consummation by each of Parent and Merger Sub at which all directors of the transactions contemplated by this Agreement. Company were present (bother than one recused director), unanimously (other than one recused director) Except as set forth on Section 4.3(b(i) of the Parent Disclosure Letter, neither the execution, delivery or performance of declared that this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor transactions contemplated hereby, including the consummation Offer and the Merger, are fair to and in the best interests of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without Company and the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent ContractCompany’s stockholders, (ii) (A) violateapproved and declared advisable this Agreement and the transactions contemplated hereby, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate including the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on Offer and the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any LawMerger, (iii) violate or result directed that the adoption of this Agreement be submitted to the Stockholders’ Meeting (unless the Merger is consummated in the material breach of any term accordance with Section 253 of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of DirectorsDGCL), any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or and (iv) result in resolved to make the amendmentBoard Recommendation, creationwhich actions and resolutions have not, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any as of the material properties date hereof, been subsequently rescinded, modified or assets that Parent, Merger Sub or withdrawn in any of their respective Subsidiaries owns, uses or purports to own or useway.

Authorization; Valid and Binding Agreement. (a) Each The execution, delivery and performance by the Company of Parent this Agreement, and Merger Sub has the consummation by the Company and its applicable Subsidiaries of the Signing Transactions, including the Offer, the Compulsory Acquisition, the Asset Sale, the Second Step Distribution, the Liquidation and the Mergers, are within the corporate powers of the Company and its applicable Subsidiaries and have been duly and validly authorized by all necessary corporate power action on the part of the Company and authority its Subsidiaries and, except as contemplated by Section 5.10, no other corporate proceedings on the part of the Company or such Subsidiaries and, except for the approvals to execute and deliver be sought at the EGM as described in Section 2.4(a)(i)-(viii), no shareholder votes are necessary to authorize this Agreement and each other certificate, agreement, document and instrument or to be consummate the Signing Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Parent or Merger Sub and Buyer, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in connection accordance with its terms, subject to the transactions contemplated by Enforceability Exceptions. (b) At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Signing Transactions are in the best interests of the Company, its business and its shareholders, employees and other relevant stakeholders, (ii) approved and adopted this Agreement (collectivelyincluding the execution, the “Parent Transaction Documents”delivery and performance thereof) and to perform its obligations hereunder approved the Signing Transactions and thereunder and to consummate(iii) resolved, on the terms and subject to the conditions hereof set forth in this Agreement, including Section 5.3, to support the Offer and thereofthe other Signing Transactions and to recommend acceptance of the Offer by the shareholders of the Company and to recommend approval and adoption of the matters set forth in Section 2.4(a) (such recommendation, the transactions contemplated hereby “Company Board Recommendation”) and thereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). All corporate action on the part of Parent, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been taken, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub or, in the case of the Parent Transaction Document such recommendation is not required to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remediesconditioned on works council consultation or approval. As of the date of this Agreement, the Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub none of the transactions contemplated aforesaid actions by this Agreementthe Company Board has been amended, rescinded or modified. (b) Except as set forth on Section 4.3(b) of the Parent Disclosure Letter, neither the execution, delivery or performance of this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or use.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub CYTO has all necessary requisite corporate power and authority to execute and deliver this Agreement and each other certificate, agreement, document and instrument Transaction Document to be executed and delivered by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement which it is a party (collectively, the “Parent CYTO Transaction Documents”) and ), to perform its obligations hereunder and thereunder thereunder, and to consummate, on the terms and subject to the conditions hereof and thereof, the transactions contemplated hereby and thereby, subject in the case of the consummation of consummate the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). All corporate action on the part of Parent, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder Contemplated Transactions. The CYTO Board has been taken, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub unanimously (which shall occur immediately after the execution and delivery of this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub or, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable i) approved the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub of other CYTO Transaction Document, (ii) determined that the transactions contemplated by this Agreement. (b) Except as set forth on Section 4.3(b) of the Parent Disclosure Letter, neither the execution, delivery or performance terms of this Agreement and each other CYTO Transaction Document, the Parent Merger and the Contemplated Transactions are fair to, and in the best interests of, CYTO and the CYTO Stockholders, (iii) declared this Agreement and each other CYTO Transaction Documents by Parent Document advisable and (iv) recommended that the CYTO Stockholders adopt this Agreement. The CYTO Stockholders have duly executed and delivered to the Secretary of CYTO the CYTO Stockholder Written Consent, in form and substance reasonably acceptable to CBLI, sufficient to obtain the Required CYTO Stockholder Approval and approve the Agreement, the Merger and the Contemplated Transactions under the DGCL and the CYTO Organizational Documents, and such CYTO Stockholder Written Consent has not been withdrawn, terminated, rescinded, amended or Merger Sub nor the consummation otherwise modified, in whole or in part. As of the Merger by Parentdate of this Agreement, Merger Sub such approvals, consents, determinations, declarations, resolutions and directions are valid and have not been amended or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or withdrawn. No other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation corporate proceeding on the part of Parent CYTO is necessary to authorize or adopt this Agreement and each other CYTO Transaction Document, or to consummate the Merger Sub that it was not obligated to perform immediately before such Parent and the Contemplated Transactions (except for the filing of the appropriate Merger documents as required by applicable Law). As of the date of this Agreement, CYTO has duly executed and delivered this Agreement and each other CYTO Transaction Document was that, by its terms, contemplates being executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term and delivered as of the certificate or articles date of incorporation or bylaws or other organizational documents or resolution this Agreement and, as of the Board Closing, CYTO has duly executed and delivered each other CYTO Transaction Document that by, such document’s terms, contemplates being executed and delivered on or before Closing, and, assuming the due authorization, execution and delivery by CBLI and Merger Sub, this Agreement and each other CYTO Transaction Document constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or useequity.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub Keryx has all necessary requisite corporate power and authority to execute and deliver this Agreement and each other certificateAgreement, agreement, document and instrument to be executed and delivered by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, the transactions contemplated hereby and thereby, subject in the case of the consummation of consummate the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). All corporate action on the part of Parent, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been takenContemplated Transactions, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub orsubject, in the case of the Parent Transaction Document Merger, to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as the receipt of the Closing Date. This affirmative vote of a majority of the issued and outstanding Keryx Shares entitled to vote thereon in favor of the adoption of this Agreement and each approval of the Parent Transaction Documents each constitute orMerger (the “Keryx Shareholder Approval”). The Keryx Board has unanimously (i) approved the execution, delivery and performance of this Agreement, (ii) determined that the terms of this Agreement, the Merger and the Contemplated Transactions are fair to, and in the case best interests of, Keryx and its shareholders, (iii) declared this Agreement advisable and (iv) resolved to recommend that the Keryx Shareholders adopt this Agreement (the “Keryx Recommendation”). The Keryx Board has directed that Keryx submit the adoption of any Parent Transaction Documents this Agreement to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by vote at the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditorsKeryx Shareholders’ rights and general principles of equity affecting the availability of specific performance and other equitable remediesMeeting. As of the date of this Agreement, such approvals, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. Assuming the Board accuracy of Directors the representations and warranties in Section 3.23, to the Knowledge of each of Parent and Merger Sub has approvedKeryx, adopted and declared advisable the execution, delivery and performance of no Takeover Law applies to this Agreement and consummation by each of Parent and Merger Sub or the Contemplated Transactions. Except for the Keryx Shareholder Approval, no other corporate proceeding, including pursuant to the Laws of the transactions contemplated by this Agreement. (b) Except as set forth on Section 4.3(b) State of Delaware or the listing standards of the Parent Disclosure LetterNASDAQ Global Market, neither the execution, delivery or performance of this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent Keryx is necessary to authorize or adopt this Agreement or to consummate the Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, and the Contemplated Transactions (iii) violate or result in except for the material breach of any term filing of the certificate appropriate merger documents as required by applicable Law). Keryx has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Akebia and Merger Sub, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or articles similar laws affecting creditors’ rights generally and by general principles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or useequity.

Authorization; Valid and Binding Agreement. (a) Each of Parent Akebia and Merger Sub has have all necessary requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform their respective obligations hereunder and each other certificateto consummate the Merger and the Contemplated Transactions, agreement, document and instrument subject to be executed and delivered by obtaining the Parent or Merger Sub affirmative vote of the majority of Akebia Shares cast at the Akebia Shareholders’ Meeting in favor of the issuance of Akebia Shares in connection with the transactions contemplated by this Agreement Merger (collectively, the “Parent Transaction DocumentsAkebia Shareholder Approval”) and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, the transactions contemplated hereby and thereby, subject in the case ). Each of the consummation of Akebia Board and the Merger to Sub Board has unanimously (i) approved the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution execution, delivery and delivery performance of this Agreement). All corporate action on , (ii) determined that the part of Parent, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been taken, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery terms of this Agreement), the Merger and the Contemplated Transactions are fair to, and in the best interests of, Akebia and its shareholders, (iii) declared this Agreement advisable and (iv) resolved to recommend that the Akebia Shareholders approve the issuance of shares in connection with the Merger and the Contemplated Transactions. This Agreement and each The Akebia Board has directed that Akebia submit the issuance of the Parent Transaction Documents have been duly executed Akebia Shares in connection with the Merger and delivered by Parent and Merger Sub or, in the case of Contemplated Transactions to a vote at the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditorsAkebia Shareholders’ rights and general principles of equity affecting the availability of specific performance and other equitable remediesMeeting. As of the date of this Agreement, such approvals, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. Assuming the Board accuracy of Directors the representations and warranties in Section 2.23, to the Knowledge of each Akebia, no Takeover Law applies to this Agreement or the Contemplated Transactions. Except for the Akebia Shareholder Approval, no other corporate proceeding, including pursuant to the Laws of Parent the State of Delaware or the listing standards of the NASDAQ Global Market, on the part of Akebia or Merger Sub is necessary to authorize or adopt this Agreement or to consummate the Merger and the Contemplated Transactions (except for the filing of the appropriate merger documents as required by applicable Law). Each of Akebia and Merger Sub has approved, adopted duly executed and declared advisable the execution, delivery and performance of delivered this Agreement and, assuming the due authorization, execution and consummation delivery by each of Parent and Merger Sub of the transactions contemplated by this Agreement. (b) Except as set forth on Section 4.3(b) of the Parent Disclosure LetterKeryx, neither the execution, delivery or performance of this Agreement constitutes its legal, valid and the Parent Transaction Documents binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by Parent bankruptcy, insolvency, reorganization or Merger Sub nor the consummation similar laws affecting creditors’ rights generally and by general principles of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or useequity.

Authorization; Valid and Binding Agreement. (a) Each of Parent This Agreement and Merger Sub has the Ancillary Agreements have been duly authorized and approved by all necessary corporate power and authority to execute and deliver this Agreement and each other certificate, agreement, document and instrument to be executed and delivered action by Purchaser. The performance of the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its Purchaser’s obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, consummation of the transactions contemplated hereby and thereby, subject in the case thereby have been duly and validly authorized by all requisite corporate action of the consummation of Purchaser, and no other proceedings on the Merger Purchaser’s part are necessary to authorize the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and execution, delivery or performance of this Agreement). All corporate action on The Purchaser has duly executed and delivered this Agreement and the part of Parent, its officers, directors and stockholders necessary for Ancillary Agreements. (b) Assuming the due authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been takenby Seller, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub orconstitutes a legal, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub andthe Purchaser, assuming due authorization, execution and delivery by the Company, will be enforceable against Parent and Merger Sub the Purchaser in accordance with its terms, except as enforceability enforcement may be limited by bankruptcy Lawsbankruptcy, other insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity affecting principles. (c) Assuming the availability of specific performance due authorization, execution and other equitable remedies. As delivery of the date Ancillary Agreements by Seller, each Ancillary Agreement executed by the Purchaser, constitutes a legal, valid and binding obligation of this Agreementthe Purchaser, the Board of Directors of each of Parent enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and Merger Sub has approved, adopted and declared advisable the by general equity principles. (d) The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Purchaser, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, require no action by this Agreement. or in respect of, or any notice, report or other filing with, any Governmental Entity, other than (bi) Except as notice and transfer filings with the regulatory bodies set forth on Section 4.3(b) of the Parent Disclosure Letter, neither the execution, delivery or performance of this Agreement Schedule ‎6.02 and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violateany actions or filings under Laws, result the absence of which would not be, individually or in a breach ofthe aggregate, conflict with materially adverse to the Purchaser or entitle any Governmental Entity or any other Person to accelerate materially impair the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on ability of the part of Parent or Merger Sub that it was not obligated Purchaser to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract its obligations and to consummate the transactions contemplated hereby or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or usethereby.

Authorization; Valid and Binding Agreement. (a) Each of Parent This Agreement has been, and Merger Sub has the Ancillary Agreements will be by Closing, duly authorized and approved by all necessary corporate power and authority to execute and deliver this Agreement and each other certificate, agreement, document and instrument to be executed and delivered limited liability company action by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its Seller. The performance of Seller’s obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, consummation of the transactions contemplated hereby and therebythereby have been duly and validly authorized by all requisite limited liability company action of Seller, subject in and no other proceedings on Seller’s part are necessary to authorize the case of the consummation of the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and execution, delivery or performance of this Agreement). All corporate action Seller has duly executed and delivered this Agreement and on the part of Parent, its officers, directors Closing Date will have duly executed and stockholders necessary for delivered the Ancillary Agreements. (b) Assuming the due authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been takenby Purchaser, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub orconstitutes a legal, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub andSeller, assuming due authorization, execution and delivery by the Company, will be enforceable against Parent and Merger Sub Seller in accordance with its terms, except as enforceability enforcement may be limited by bankruptcy Lawsbankruptcy, other insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity affecting principles. (c) Assuming the availability of specific performance due authorization, execution and other equitable remedies. As delivery of the date Ancillary Agreements by Purchaser, each Ancillary Agreement to be executed by Seller, when delivered hereunder, will be duly and validly executed and delivered, and will constitute a legal, valid and binding obligation of this AgreementSeller, the Board of Directors of each of Parent enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and Merger Sub has approved, adopted and declared advisable the by general equity principles. (d) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Seller, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby or thereby, require no action by this Agreement. (b) Except as or in respect of, consent of, or any notice, report or other filing with, any Governmental Entity, other than those consents or notice and transfer filings set forth on Section 4.3(b) of the Parent Disclosure Letter, neither the execution, delivery or performance of this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or bothSchedule 5.02(d), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or use.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and each all other certificateagreements and documents contemplated hereby to which it is a party and, agreementsubject to obtaining Company Stockholder Approval (if and to the extent required by applicable Law), document and instrument to be executed and delivered by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereofof this Agreement, the transactions contemplated hereby hereby. This Agreement and thereby, subject in the case consummation by the Company of the consummation of transactions contemplated hereby have been duly authorized by the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution Company Board and delivery of this Agreement). All no other corporate action proceedings on the part of Parent, its officers, directors and stockholders the Company are necessary for the authorization, execution and delivery of to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the Company Stockholder Approval (if and each to the extent required by applicable Law), and the filing and recordation of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been taken, subject only to the adoption of this Agreement by Parent as the sole stockholder Articles of Merger Sub (which shall occur immediately after and other documents as required by the execution and delivery of this AgreementPBCL). This Agreement and each of the Parent Transaction Documents have has been duly executed and delivered by Parent and Merger Sub orthe Company and, in assuming that this Agreement constitutes the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, will be enforceable against each of Parent and Merger Sub in accordance with its terms, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that such enforceability may be limited by bankruptcy Laws(i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreementequity. (b) Except as set forth on Section 4.3(b) The Company Board, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Parent Disclosure LetterCompany were present, neither the execution, delivery or performance of unanimously (i) determined that this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor transactions contemplated hereby, including the consummation of Offer and the Merger by ParentMerger, Merger Sub or any of their respective Subsidiaries willare advisable and fair to, directly or indirectly (with or without and in the giving of notice or best interests of, the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent ContractCompany and the Company’s stockholders, (ii) (A) violateadopted and approved this Agreement and the transactions contemplated hereby, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate including the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on Offer and the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any LawMerger, (iii) violate or result directed that the adoption of this Agreement be submitted to the Stockholders Meeting as promptly as practicable after the Offer Closing (unless the Merger is consummated in the material breach of any term accordance with Section 1924(b)(1)(ii) of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of DirectorsPBCL as contemplated pursuant to Section 3.9), any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in resolved to make the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect Company Board Recommendation to any the stockholders of the material properties Company, and (v) authorized the Top-Up Option (including the consideration to be paid upon exercise thereof) and the issuance of the Top-Up Shares thereunder; which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or assets that Parent, Merger Sub or withdrawn in any of their respective Subsidiaries owns, uses or purports to own or useway.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining Company Stockholder Approval (if and each other certificateto the extent required by applicable Law), agreement, document and instrument to be executed and delivered by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereofof this Agreement, the transactions contemplated hereby hereby. This Agreement and thereby, subject in the case consummation by the Company of the consummation transactions contemplated hereby have been duly authorized by (a) the Company Board and (b) all of the Merger to Disinterested Directors (as defined in Article 7 of the adoption Company Certificate) on the Company Board in accordance with Article 7 of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution Company Certificate and delivery of this Agreement). All no other corporate action proceedings on the part of Parent, its officers, directors and stockholders the Company are necessary for the authorization, execution and delivery of to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the Company Stockholder Approval (if and each to the extent required by applicable Law), and the filing and recordation of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been taken, subject only to the adoption of this Agreement by Parent as the sole stockholder Certificate of Merger Sub (which shall occur immediately after and other documents as required by the execution and delivery of this AgreementDGCL). This Agreement and each of the Parent Transaction Documents have has been duly executed and delivered by Parent and Merger Sub orthe Company and, in assuming that this Agreement constitutes the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, will be enforceable against each of Parent and Merger Sub in accordance with its terms, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that such enforceability may be limited by bankruptcy Laws(a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting now or hereafter in effect relating to creditors’ rights generally, and (b) general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreementequity. (b) Except as set forth on Section 4.3(b) The Company Board, at a meeting duly called and held prior to the execution of this Agreement at which all directors of the Parent Disclosure LetterCompany were present, neither the execution, delivery or performance of unanimously (i) determined that this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor transactions contemplated hereby, including the consummation of Offer and the Merger by ParentMerger, Merger Sub or any of their respective Subsidiaries willare advisable and fair to, directly or indirectly (with or without and in the giving of notice or best interests of, the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent ContractCompany and the Company’s stockholders, (ii) (A) violateadopted and approved this Agreement and the transactions contemplated hereby, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate including the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on Offer and the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any LawMerger, (iii) violate or result directed that the adoption of this Agreement be submitted to the Stockholders Meeting as promptly as practicable after the Offer Closing (unless the Merger is consummated in the material breach of any term accordance with Section 253 of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or DGCL as contemplated pursuant to Section 3.9); and (iv) result in resolved to make the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect Company Board Recommendation to any the stockholders of the material properties Company, which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or assets that Parent, Merger Sub or withdrawn in any of their respective Subsidiaries owns, uses or purports to own or useway.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub Seller has all necessary corporate requisite power and authority to execute and deliver this Agreement and each other certificatethe Ancillary Agreements to which it is party, agreement, document and instrument to be executed and delivered by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Seller is party have been duly authorized, subject in the case and this Agreement has been and, as of the consummation of Closing, the Merger Ancillary Agreements to the adoption of this Agreement which Seller is party will be, duly executed and delivered by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution Seller, and delivery of this Agreement). All corporate no other action on the part of Parent, its officers, directors and stockholders Seller is necessary for to authorize the authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and Ancillary Agreements to which Seller is party, the performance by Seller of all its obligations of Parent hereunder and thereunder has been taken, subject only to or the adoption consummation by Seller of the transactions contemplated by this Agreement by Parent as and the sole stockholder of Merger Sub Ancillary Agreements. Assuming that (which shall occur immediately after the execution and delivery of a) this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub or, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute is a legal valid and binding obligation of Parent Buyer and Merger Sub and, assuming due authorization, execution (b) the Ancillary Agreements will be valid and delivery by binding obligations of the parties thereto (other than Seller and the Company) as of the Closing, this Agreement constitutes, and the Ancillary Agreements to which Seller is party will be constitute as of the Closing, valid and binding obligations of Seller, enforceable against Parent and Merger Sub in accordance with its their terms, except as enforceability may be limited by bankruptcy Laws(i) the effect of any Legal Requirement of general application relating to bankruptcy, other reorganization, insolvency, moratorium or similar Laws Legal Requirements affecting creditors’ rights and relief of debtors generally, and (ii) the effect of Legal Requirements and general principles of equity affecting the availability of governing specific performance performance, injunctive relief and other equitable remedies. As remedies (regardless of the date of this Agreementwhether such enforceability is considered in a proceeding in equity or at law, the Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement“Enforceability Exceptions”). (b) Except as set forth on Section 4.3(b) of the Parent Disclosure Letter, neither the execution, delivery or performance of this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or use.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and each other certificateAgreement, agreement, document and instrument to be executed and delivered by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its obligations hereunder and, assuming the Merger is effected in accordance with Section 251(h) of the DGCL, consummate the Merger. The Company Board has, at a meeting duly called and thereunder held, unanimously (a) determined that this Agreement and to consummatethe Contemplated Transactions are fair to, on and in the terms and subject to the conditions hereof and thereofbest interests of, the transactions contemplated hereby Company and thereby, subject in the case holders of the consummation of the Merger Shares, (b) declared it advisable to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of enter into this Agreement). All corporate action on , (c) approved the part of Parent, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all the Company’s obligations hereunder, (d) resolved that the Merger shall be effected pursuant to Section 251(h) of Parent hereunder the DGCL and thereunder has been taken, subject only (e) resolved to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the adoption Offer (the “Company Board Recommendation”) and (g) to the extent necessary, adopted a resolution having the effect of causing this Agreement by Parent as and the sole stockholder Contemplated Transactions not to be subject to any Takeover Statute that might otherwise apply to the Contemplated Transactions, which actions have not been rescinded, modified or withdrawn. Such actions are valid and have not been amended or withdrawn. No other corporate action pursuant to the Laws of Merger Sub (which shall occur immediately after the execution and delivery State of Delaware, on the part of the Company, is necessary to authorize this Agreement). This Agreement and each of the Parent Transaction Documents have been The Company has duly executed and delivered by Parent and Merger Sub or, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This this Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the CompanyPurchaser and Parent, will be this Agreement constitutes its legal, valid and binding obligation, enforceable against Parent and Merger Sub it in accordance with its terms, terms except as enforceability enforcement may be limited by bankruptcy Lawsbankruptcy, other insolvency, reorganization or similar Laws laws affecting creditors’ rights generally and by general principles of equity affecting equity. Assuming the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement. (b) Except as set forth on Contemplated Transactions are consummated in accordance with Section 4.3(b251(h) of the Parent Disclosure LetterDGCL, neither the execution, delivery no stockholder votes or performance of consents are necessary to authorize this Agreement and or to consummate the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or useContemplated Transactions.

Authorization; Valid and Binding Agreement. (a) Each of Parent CBLI and Merger Sub has have all necessary requisite corporate power and authority to execute and deliver this Agreement and each other certificate, agreement, document and instrument Transaction Document to be executed and delivered by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement which it is a party (collectively, the “Parent CBLI Transaction Documents”) and ), to perform its their respective obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, the transactions contemplated hereby and thereby, subject in the case of the consummation of consummate the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). All corporate action on the part of Parent, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been takenContemplated Transactions, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub orsubject, in the case of the Parent Merger, to the receipt of the affirmative vote of a majority of the shares of CBLI Common Stock cast at the CBLI Stockholders’ Meeting in favor of the issuance of shares of CBLI Common Stock in connection with the Merger and, if applicable, in favor of an amendment to CBLI’s certificate of incorporation to effect the CBLI Forward Stock Split (the “CBLI Stockholder Approval”). The CBLI Board has unanimously (i) approved the execution, delivery and performance of this Agreement, and each other CBLI Transaction Document to be executed which it is party, (ii) determined that the terms of this Agreement, and delivered hereaftereach other CBLI Transaction Document, each such Parent Transaction Document will have been duly executed the Merger and delivered as of the Closing Date. This Contemplated Transactions are fair to, and in the best interests of, CBLI and the CBLI Stockholders, (iii) declared this Agreement and each other CBLI Transaction Document to which it is party advisable and (iv) resolved to recommend that the CBLI Stockholders approve the issuance of shares in connection with the Merger and the Contemplated Transactions. The Merger Sub Board has unanimously (i) approved the execution, delivery and performance of this Agreement, and each other CBLI Transaction Document to which it is a party, (ii) determined that the terms of this Agreement, and each other CBLI Transaction Document to which it is a party, the Merger and the Contemplated Transactions are fair to, and in the best interests of, Merger Sub and CBLI (as Merger Sub’s sole stockholder) and (iii) declared this Agreement and each other CBLI Transaction Document advisable and (iv) resolved to recommend that the CBLI (as Merger Sub’s sole stockholder) approve the Merger and the Contemplated Transactions. The CBLI Board has directed that CBLI submit the issuance of the Parent Transaction Documents each constitute or, shares of CBLI Common Stock in connection with the case of any Parent Transaction Documents Merger and the Contemplated Transactions to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by vote at the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except CBLI Stockholders’ Meeting as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting promptly as practicable following the availability of specific performance and other equitable remediesdate hereof. As of the date of this Agreement, such approvals, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. Except for the Board CBLI Stockholder Approval, no other corporate proceeding, on the part of Directors CBLI or Merger Sub is necessary to authorize or adopt this Agreement and each other CBLI Transaction Document or to consummate the Merger and the Contemplated Transactions (except for the filing of the appropriate Merger documents as required by applicable Law). As of the date of this Agreement, each of Parent CBLI and Merger Sub has approvedduly executed and delivered this Agreement and each other CBLI Transaction Document that, adopted by its terms, contemplates being executed and declared advisable delivered as of the execution, delivery and performance date of this Agreement and consummation by and, as of the Closing, each of Parent CBLI and Merger Sub of has duly executed and delivered each other CBLI Transaction Document that, by such document’s terms, contemplates being executed and delivered on or before the transactions contemplated Closing, and, assuming the due authorization, execution and delivery by this Agreement. (b) Except as set forth on Section 4.3(b) of the Parent Disclosure LetterCYTO, neither the execution, delivery or performance of this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or each other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent CBLI Transaction Document was executed underconstitutes its legal, any term valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or useequity.

Authorization; Valid and Binding Agreement. (a) Each of Parent Seller and Merger Sub has any of its Affiliates party to any Transaction Documents or any transaction contemplated hereby possesses all necessary requisite corporate or limited liability company power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. All corporate or limited liability company actions and proceedings required to be taken by or on the part of Seller or any such Affiliate to authorize and permit the execution, delivery and performance by Seller of this Agreement or any transaction contemplated hereby and by Seller and or any such Affiliate of the other Transaction Documents to which it is a party have been duly and properly taken. This Agreement has been, and each other certificateTransaction Document to which Seller or any such Affiliate is a party has been, agreement, document and instrument to be duly executed and delivered by Seller and each such Affiliate of Seller. This Agreement constitutes, and each other Transaction Document to which Seller or its Affiliates is a party constitutes when so duly executed and delivered, a valid and binding obligation of Seller and each such Affiliate, enforceable against Seller and each such Affiliate in accordance with its terms, in each case subject to the Parent effect of any applicable bankruptcy, reorganization, insolvency, moratorium or Merger Sub similar Legal Requirements affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in connection with a proceeding in equity or at law). (b) Seller’s manager has (i) determined that this Agreement and the other Transaction Documents to which Seller is a party and the transactions contemplated by this Agreement (collectivelyhereby and thereby, including the “Parent Transaction Documents”) Mergers, in accordance with the DGCL and to perform its obligations hereunder and thereunder and to consummatethe Delaware Act, on the terms and subject to the conditions hereof set forth herein, are advisable, fair to and thereof, the transactions contemplated hereby and thereby, subject in the case best interests of Seller in accordance with the consummation of DGCL and the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub Delaware Act, and (which shall occur immediately after the execution and delivery of this Agreement). All corporate action on the part of Parent, its officers, directors and stockholders necessary for the authorization, execution and delivery of ii) approved this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been taken, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub or, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent other Transaction Documents to be executed hereafterwhich Seller is a party, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable the execution, delivery and performance of this Agreement and the other Transaction Documents to which Seller is a party and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement. (b) Except as hereby and thereby, including the Mergers, on the terms and subject to the conditions set forth on Section 4.3(b) of herein and in accordance with the Parent Disclosure Letter, neither the execution, delivery or performance of this Agreement DGCL and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or useDelaware Act.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub has The Company possesses all necessary requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to consummate the transactions contemplated hereunder and thereunder. All corporate actions and proceedings required to be taken by or on the part of the Company to authorize and permit the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is to be a party have been duly and properly taken. This Agreement has been, and each other certificate, agreement, document and instrument Transaction Document to be which the Company is a party has been duly executed and delivered by the Parent Company. This Agreement constitutes, and each other Transaction Document to which the Company is a party constitutes, when so duly executed and delivered, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or Merger Sub similar Legal Requirements affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in connection with a proceeding in equity or at law). (b) The board of directors of the Company (at a meeting duly called and held) has unanimously (i) determined that this Agreement and the other Transaction Documents to which the Company is a party and the transactions contemplated by this Agreement (collectivelyhereby and thereby, including the “Parent Transaction Documents”) Mergers, in accordance with the DGCL and to perform its obligations hereunder and thereunder and to consummatethe Delaware Act, on the terms and subject to the conditions hereof set forth herein, are advisable, fair to and thereof, the transactions contemplated hereby and thereby, subject in the case best interests of the consummation of Company in accordance with the Merger to DGCL and the adoption of this Agreement by Parent as the sole stockholder of Merger Sub Delaware Act and (which shall occur immediately after the execution and delivery of this Agreement). All corporate action on the part of Parent, its officers, directors and stockholders necessary for the authorization, execution and delivery of ii) approved this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been taken, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub or, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent other Transaction Documents to be executed hereafterwhich the Company is a party, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date of this Agreement, the Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement. (b) Except as hereby and thereby, including the Mergers, on the terms and subject to the conditions set forth on Section 4.3(b) of herein and in accordance with the Parent Disclosure Letter, neither the execution, delivery or performance of this Agreement DGCL and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or useDelaware Act.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub The Company has all necessary corporate power and authority to execute and deliver this Agreement and each the other certificate, agreement, document and instrument Transaction Documents to be executed and delivered by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) which it is a party and to perform its obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof of this Agreement and thereofthe other Transaction Documents, the transactions contemplated hereby and thereby, subject in the case of the consummation of the Merger to the adoption approval of this Agreement by Parent as the sole stockholder holders of Merger Sub a majority of the outstanding shares of Company Common Stock on the record date for the Shareholders’ Meeting (which shall occur immediately after the execution and delivery of this Agreement“Company Shareholder Approval”). All corporate action on the part of Parentthe Company, its officers, directors and stockholders shareholders necessary for the authorization, execution and delivery of this Agreement and each of the Parent Transactions other Transaction Documents to which it is a party and the performance of all obligations of Parent the Company hereunder and thereunder has been taken, subject only to obtaining the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement)Company Shareholder Approval. This Agreement and each of the Parent Transaction Documents have has been duly executed and delivered by Parent and Merger Sub orthe Company and, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This assuming that this Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute is a legal valid and binding obligation of Parent and Merger Sub andSub, assuming due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. . (b) As of the date of this Agreement, the Company Board of Directors of each of Parent and Merger Sub has approved, adopted and declared advisable the execution, delivery and performance of unanimously: (i) determined that this Agreement and consummation by each of Parent and Merger Sub of the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its shareholders; (ii) approved this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including the Merger, and the performance by this Agreement. the Company of its covenants and obligations hereunder; (biii) Except as set forth on Section 4.3(b) recommended that the Company’s shareholders vote in favor of the Parent Disclosure Letter, neither the execution, delivery or performance approval and adoption of this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor at the consummation of Shareholders’ Meeting (the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or both“Company Recommendation”), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or ; and (iv) result in directed that this Agreement be submitted to the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of Company’s shareholders for their respective Subsidiaries owns, uses or purports to own or useapproval.

Authorization; Valid and Binding Agreement. (a) Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform their respective obligations hereunder, and each other certificateto consummate the Merger and the Contemplated Transactions, agreementsubject, document in the case of the Merger, to the receipt of board approval of Parent and instrument to be executed and delivered by the Parent or board approval of Merger Sub in connection with (the transactions contemplated by “Parent Board Approvals”) and the written consent of Parent as the sole stockholder of Merger Sub to the adoption of this Agreement (collectively, the “Merger Sub Consent”). The Parent Transaction Documents”Board has unanimously (a) determined that this Agreement and to perform its obligations hereunder and thereunder and to consummate, the Contemplated Transactions on the terms and subject to the conditions hereof set forth herein are advisable and thereof, the transactions contemplated hereby and thereby, subject in the case of best interests of, Parent and the consummation of the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub Stockholders and (which shall occur immediately after b) approved and deemed advisable the execution and delivery of this Agreement). All corporate action , the performance by Parent of its covenants and agreements contained herein and the consummation of the Contemplated Transactions, including the Merger, and the issuance of shares of Parent Class A Common Stock, New Tranche 1 Warrants and New Tranche 2 Warrants in connection therewith, each on the part of Parent, its officers, directors terms and stockholders necessary for subject to the authorization, execution and delivery of conditions set forth herein. The Merger Sub Board has (i) unanimously determined that this Agreement and each of the Parent Contemplated Transactions Documents on the terms and the performance of all obligations of Parent hereunder and thereunder has been taken, subject only to the adoption of this Agreement by Parent as conditions set forth herein are advisable and in the sole stockholder best interests of Merger Sub and its sole stockholder, (which shall occur immediately after ii) unanimously approved and deemed advisable the execution and delivery of this Agreement). This , the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the Contemplated Transactions, including the Merger, and (iii) recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and each of approve the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub orContemplated Transactions, in including the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, will be enforceable against Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remediesMerger. As of the date of this Agreement, such approvals, determinations, declarations, resolutions and directions are valid and have not been amended or withdrawn. Except for the Parent Board of Directors of each of Parent Approvals and the Merger Sub has approvedConsent, adopted and declared advisable no other corporate proceeding, including pursuant to the execution, delivery and performance of this Agreement and consummation by each of Parent and Merger Sub laws of the transactions contemplated by this Agreement. (b) Except as set forth on Section 4.3(b) State of the Parent Disclosure Letter, neither the execution, delivery or performance of this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice Delaware or the passage listing standards of time or both)NASDAQ, (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated is necessary to perform immediately before such Parent Transaction Document was executed underauthorize or adopt this Agreement, any term of any such Parent Contract or any Law, to consummate the Merger and the Contemplated Transactions (iii) violate or result in except for the material breach of any term filing of the certificate or articles Certificate of incorporation or bylaws or other organizational Merger, appropriate merger documents or resolution under the HSR Act, the Registration Statement and Proxy Statement as required by applicable Law). Parent is its own “ultimate parent entity” for purposes of the Board HSR Act (as that term is defined in 16 C.F.R. §801.1(a)(3)). Each of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Parent and Merger Sub or has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by the Company and any other counterparty thereto, this Agreement constitutes their legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by the Enforceability Exceptions. The shares of their respective Subsidiaries or (iv) result Parent Class A Common Stock issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, and the New Tranche 1 Warrants and New Tranche 2 Warrants when issued in accordance with the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or useterms hereof will be duly authorized and validly issued.

Authorization; Valid and Binding Agreement. (a) Each of Parent This Agreement has been, and Merger Sub has the Ancillary Agreements will be by Closing, duly authorized and approved by all necessary corporate power and authority to execute and deliver this Agreement and each other certificate, agreement, document and instrument to be executed and delivered action by the Parent or Merger Sub in connection with the transactions contemplated by this Agreement (collectively, the “Parent Transaction Documents”) and to perform its Purchaser. The performance of Purchaser’s obligations hereunder and thereunder and to consummate, on the terms and subject to the conditions hereof and thereof, consummation of the transactions contemplated hereby and therebythereby have been duly and validly authorized by all requisite corporate action of Purchaser, subject in and no other proceedings on Purchaser’s part are necessary to authorize the case of the consummation of the Merger to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and execution, delivery or performance of this Agreement). All corporate action Purchaser has duly executed and delivered this Agreement and on the part of Parent, its officers, directors Closing Date will have duly executed and stockholders necessary for delivered the Ancillary Agreements. (b) Assuming the due authorization, execution and delivery of this Agreement and each of the Parent Transactions Documents and the performance of all obligations of Parent hereunder and thereunder has been takenby Seller, subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement). This Agreement and each of the Parent Transaction Documents have been duly executed and delivered by Parent and Merger Sub orconstitutes a legal, in the case of the Parent Transaction Document to be executed and delivered hereafter, each such Parent Transaction Document will have been duly executed and delivered as of the Closing Date. This Agreement and each of the Parent Transaction Documents each constitute or, in the case of any Parent Transaction Documents to be executed hereafter, each such Parent Transaction Document will constitute a legal valid and binding obligation of Parent and Merger Sub andPurchaser, assuming due authorization, execution and delivery by the Company, will be enforceable against Parent and Merger Sub Purchaser in accordance with its terms, except as enforceability enforcement may be limited by bankruptcy Lawsbankruptcy, other insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity affecting principles. (c) Assuming the availability of specific performance due authorization, execution and other equitable remedies. As delivery of the date Ancillary Agreements by Seller, each Ancillary Agreement to be executed by Purchaser, when delivered hereunder, will be duly and validly executed and delivered, and will constitute a legal, valid and binding obligation of this AgreementPurchaser, the Board of Directors of each of Parent enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and Merger Sub has approved, adopted and declared advisable the by general equity principles. (d) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Purchaser, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby or thereby, require no action by this Agreement. (b) Except as or in respect of, consent of, or any notice, report or other filing with, any Governmental Entity, other than those consents or notice and transfer filings set forth on Section 4.3(b) of the Parent Disclosure Letter, neither the execution, delivery or performance of this Agreement and the Parent Transaction Documents by Parent or Merger Sub nor the consummation of the Merger by Parent, Merger Sub or any of their respective Subsidiaries will, directly or indirectly (with or without the giving of notice or the passage of time or bothSchedule 6.02(d), (i) require any consent, approval or other action of any Person under any Parent Contract, (ii) (A) violate, result in a breach of, conflict with or entitle any Governmental Entity or any other Person to accelerate the maturity or performance under, amend, call a default under, exercise any remedy under, modify, rescind, suspend or terminate or (B) create any material obligation on the part of Parent or Merger Sub that it was not obligated to perform immediately before such Parent Transaction Document was executed under, any term of any such Parent Contract or any Law, (iii) violate or result in the material breach of any term of the certificate or articles of incorporation or bylaws or other organizational documents or resolution of the Board of Directors, any committee of the Board of Directors, stockholders or comparable bodies of Parent, Merger Sub or any of their respective Subsidiaries or (iv) result in the amendment, creation, imposition or modification of any Lien other than a Permitted Lien upon or with respect to any of the material properties or assets that Parent, Merger Sub or any of their respective Subsidiaries owns, uses or purports to own or use.