Extract to table

In addition, the equitable principles qualification encompasses the following concepts, which may limit the enforcement of specific provisions of the Transaction Documents: (a) the implied covenant of good faith and fair dealing; (b) the doctrine of commercial reasonableness; (c) the doctrine of unconscionability; and (d) the concept that remedies at law must be inadequate before equitable relief will be granted

8 of the NPA, which provides that if any provision of the NPA is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby

Open Items and Next Steps The following open items and next steps must be completed in advance of the delivery of the opinion letter at the Initial Closing: 1

Both certificates are expected to be dated January 15, 2024 and must be in form and substance satisfactory to C&H before the opinion can be delivered