Authorization. Each of Parent and Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer. This Agreement and each Ancillary Document to which a Buyer Party is a party constitutes a legal, valid and binding obligation of each, enforceable against such Buyer Party in accordance with its terms, except as the enforceability thereof may be limited by the Permitted Exceptions.

Authorization. Each of Parent andSection # Authority. Buyer has fullthe requisite corporate power and authority to enter intoexecute and deliver this Agreement and the Ancillary Documents to which itBuyer is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and(and the Ancillary Documents to which Buyer is a partyparty) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer.Buyer and no other corporate proceedings on the part of Buyer is necessary to authorize this Agreement and the Ancillary Documents to which Buyer is a party or to consummate the transactions contemplated hereby. No vote of Buyer’s direct or indirect equityholders is required to approve this Agreement or for Buyer to consummate the transactions contemplated hereby or thereby. This Agreement has been (and each of the Ancillary Documents to which Buyer is a party will be) duly and validly executed and delivered by Buyer. ThisBuyer and constitute (or will at the Closing constitute) a valid, legal and binding agreement of Buyer (assuming that this Agreement and eachthe Ancillary DocumentDocuments to which a Buyer Party is (or will be) a party constitutes a legal, validhas been duly authorized, executed and binding obligation of each,delivered by Seller and the Company), enforceable against such Buyer Party in accordance with itstheir terms, except as# to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the Permitted Exceptions.enforcement of creditors’ rights generally and # that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.

Authorization. Each of Parent and. The Buyer has full corporatethe absolute and unrestricted right, power and authority and capacity to enter intointo, execute and deliver this Agreement and theeach Ancillary DocumentsAgreement to which it is a party and to consummate the transactions contemplated hereby and thereby.herein. The execution and delivery of this Agreement has been, and the execution and delivery of each Ancillary DocumentsAgreement to which the Buyer is a party will be, duly and the consummation of the transactions contemplated hereby and thereby have been dulyvalidly authorized by all necessary corporateorganizational action on the part of the Buyer. This Agreement has beenbeen, and each Ancillary Agreement to which the Buyer is a party will be, duly and validly executed and delivered by Buyer. Thisthe Buyer and this Agreement and eachsuch Ancillary Document to which a Buyer Party is a party constitutes a legal,Agreements are and shall constitute legally, valid and binding obligationobligations of each,the Buyer enforceable against suchthe Buyer Party in accordance with itstheir respective terms, except assubject in each case to bankruptcy, reorganization, insolvency and other similar laws affecting the enforceability thereof may be limited by the Permitted Exceptions.enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a Proceeding in equity or an action at law).

SECTION # Authorization. Each of Parent and Buyer has full corporateall requisite power and authority to enter into this Agreement and the Ancillary Documents to which it is a partyAgreements and to consummate the transactions contemplated hereby and thereby. The executionexecution, delivery and deliveryperformance by Buyer of this Agreement and the Ancillary Documents to which Buyer is a partyAgreements, and the consummation by Buyer of the transactions contemplated hereby and therebythereby, have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has beenbeen, and on the Closing Date the Ancillary Agreements will be, duly executed and delivered by Buyer. This Agreement constitutes, and each Ancillary Document to whichAgreement when executed and delivered by Buyer shall constitute, (assuming the due execution and delivery by each other Party) a Buyer Party is a party constitutes a legal, valid and legally binding obligation of each,Buyer, enforceable against such Buyer Party in accordance with its terms, except assubject in all respects to the enforceability thereof may be limited by the Permitted Exceptions.effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authorization. Each of Parent and. The Buyer has full corporatethe power and authority to enter into this Agreement and the Ancillary DocumentsAgreements to which itthe Buyer is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement has been, and the execution and delivery of each Ancillary DocumentsAgreement to which the Buyer is a party will be, duly and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer. This Agreement and each Ancillary Document to which a Buyer Party is a party constitutes a legal, valid and binding obligation of each, enforceable against such Buyer Party in accordance with its terms, except as the enforceability thereof may be limited by the Permitted Exceptions.validly

Authorization. Each of Parent and. Buyer has full corporateall requisite power and authority to enter intoexecute and deliver this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer. This Agreement and each Ancillary Document to which a Buyer Party is a party constitutes a legal, valid and binding obligation of each, enforceable against such Buyer Party in accordance with its terms, except as the enforceability thereof may be limited by the Permitted Exceptions.

Authorization.Authorization and Binding Effect; Corporate Documentation. Each of Parent and BuyerSeller Party has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is, or is required to be, a party and to consummate the transactions contemplated herebyhe reby and thereby.thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executedeach Seller Party, including requisite board of directors and delivered by Buyer. Thisstockholder approval of the Company. Each of this Agreement and each Ancillary Document to which a BuyerSeller Party is or is required to be a party has been duly executed and delivered by each such Seller Party and, assuming the due execution and delivery by the other parties hereto or thereto, constitutes a legal, valid and binding obligation of each,such Seller Party, enforceable against such BuyerSeller Party in accordance with its terms, except as the enforceability thereof may be limited by the PermittedPermit ted Exceptions. The copies of the Governing Documents of the Company, as amended to date, copies of which have heretofore been delivered to Buyer, are true, complete and correct copies of the Governing Documents of the Company, as amended through and in effect on the date hereof. The minute books and records of the proceedings of the Company, copies of which have been delivered to Buyer, are true, correct and complete in all material respects.

Authorization. EachAuthorization of Parent andTransaction. Buyer has full corporatelimited liability company power and authority to enter intoexecute and deliver this Agreement and the Ancillary DocumentsAgreements to which itBuyer is a party and to consummate the transactions contemplated herebyperform Buyer’s obligations hereunder and thereby.thereunder. The execution and delivery by Buyer of this Agreement and the Ancillary DocumentsAgreements to which Buyer is a party and the consummationperformance by Buyer of the transactions contemplated hereby and thereby have been duly authorizedapproved by all necessary corporaterequisite limited liability company action on the part of Buyer. ThisAssuming the due authorization, execution and delivery of this Agreement has been duly executed and deliveredthe Ancillary Agreements by Buyer. Thisthe other parties thereto, this Agreement and each Ancillary DocumentAgreement to which a Buyer Party is a party constitutes a legal,constitute the valid and legally binding obligation of each,Buyer, enforceable against such Buyer Party in accordance with itstheir terms, except as thesuch enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the Permitted Exceptions.availability of equitable remedies. Except as required to comply with applicable federal and state securities Laws, Buyer is not required to give any notice to, make any filing with, or obtain any Consent of any Governmental Body or any other Person in order to consummate the Partnership Buyout contemplated by this Agreement or the Ancillary Agreements to which Buyer is a party or to grant the Seller Options.

Authorization. Each of Parent and Buyer3.2Authority Relative to this Agreement. Purchaser has full corporateall necessary power and authority to enter intoexecute, deliver and perform this Agreement and the Ancillary DocumentsAgreements to which it is or shall at Closing be a party and to consummate the transactions contemplated herebyby this Agreement and thereby.the Ancillary Agreements to which it is or shall at Closing be a party in accordance with the terms hereof and thereof. The executionexecution, delivery and deliveryperformance by Purchaser of this Agreement and the Ancillary DocumentsAgreements to which Buyerit is or shall at Closing be a partyparty, and the consummation of the transactions contemplated hereby and therebythereby, have beenbeen, or shall be prior to the Closing, duly and validly authorized by all necessary corporate action on part of Purchaser, and no other proceedings on the part of Buyer.Purchaser are, or shall be as of immediately preceding the Closing, necessary to authorize the execution, delivery and performance, as applicable, of this Agreement. This Agreement has been duly and validly executed and delivered by Buyer. ThisPurchaser, and, assuming the due authorization, execution and delivery of this Agreement by Sellers, constitutes, and each Ancillary DocumentAgreement to which Purchaser is or shall at Closing be a Buyer Party isparty, when executed and delivered by Purchaser and/or its applicable Affiliate party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by the applicable member of the Seller Group, shall constitute, a party constitutes a legal, validvalid, legal and binding obligationagreement of each,Purchaser and/or its applicable Affiliates, enforceable against Purchaser and/or such Buyer PartyAffiliates in accordance with its terms, except assubject to the enforceability thereof may be limited by the PermittedEnforceability Exceptions.

Authorization. Each of Parent and BuyerAuthority. Purchaser has fullall necessary corporate power and authority to enter into this Agreement and the Ancillaryother Transaction Documents to which itPurchaser is a partyparty, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Ancillary Documentsany other Transaction Document to which BuyerPurchaser is a partyparty, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessaryrequisite corporate action on the part of Buyer.Purchaser. This Agreement has been duly executed and delivered by Buyer. ThisPurchaser, and (assuming due authorization, execution and delivery by [[Organization A:Organization]]) this Agreement and each Ancillary Document to which a Buyer Party is a party constitutes a legal, valid and binding obligation of each,Purchaser enforceable against such Buyer PartyPurchaser in accordance with its terms, except as thesuch enforceability thereof may be limited by the Permitted Exceptions.bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).