Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company and no other acts by or on behalf of the Company will be necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a party. This Agreement and the other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all requisite corporate power and authority to execute and deliver each Transaction Document this Agreement and subject to which it is orthe terms and conditions hereof, at Closing, will be, a party and to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and thereby (adoption of this Agreement and the "Contemplated Transactions"transactions contemplated hereby by the stockholders of the Company in accordance with the applicable provisions of the DGCL). The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions so contemplated (other than, delivery with respect to the Merger, the approval and performance adoption of this Agreement and the transactions contemplated hereby by the Company of each Transaction Document and the consummation stockholders of the Contemplated Transactions to which it is or, at Closing, will be, a partyCompany in accordance with the applicable provisions of the DGCL). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, this Agreement constitutes a valid and binding agreements obligation of each of Purchaser and Sub, this Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that such obligations and their enforceability enforcement may be limited by applicable bankruptcy and subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally and except that the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and the Option Agreement, to which it is orperform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, at Closing, will be, a party and no other corporate proceedings on the part of Company are necessary to authorize this Agreement and the Option Agreement or to consummate the transactions contemplated hereby and thereby (other than, with respect to the "Contemplated Transactions"). The executionMerger, delivery and performance the approval of this Agreement by the holders of a majority of the outstanding shares of Company of each Transaction Document Common Stock entitled to vote with respect thereto at the Company Stockholders' Meeting (as defined in Section 7.01), and the consummation filing and recordation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized Certificate of Merger as required by the Company and no other acts by or on behalf of the Company will be necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyDGCL). This Agreement and the other Transaction Documents to which the Company is a party Option Agreement have been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto and thereto) will , constitute the legal, valid and binding agreements obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such obligations and their enforceability may be limited by subject to the effect of any applicable bankruptcy and bankruptcy, moratorium, insolvency, reorganization or other similar Laws law affecting the enforcement enforceability of creditors' rights generally and except that to the effect of general principles of equity which may limit the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether in a proceeding at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the (a) The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is orperform its obligations hereunder and, at Closingsubject in the case of the Merger to obtaining the Required Shareholder Vote, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executionTransactions (other than, delivery and performance by with respect to the Company of each Transaction Document Merger, the Required Shareholder Vote and the consummation filing and recordation of the Contemplated Transactions to which it is or, at Closing, will be, a partyappropriate merger documents as required by Israeli Companies Law). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the (a) The Company will have full power, capacity has all necessary power and authority to execute and deliver each Transaction Document this Agreement, to which it is orperform its obligations hereunder, at Closing, will be, a party and to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement (collectively, the "Contemplated Transactions"). The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executionTransactions (other than, delivery and performance with respect to the Merger, the adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company of each Transaction Document Common Stock (the "Requisite Stockholder Vote") and the consummation filing and recordation of appropriate merger documents as required by the Contemplated Transactions to which it is or, at Closing, will be, a partyDGCL). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their to the extent that enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' rights generally and except that by principles of equity regarding the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Following approval of The Company has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Shareholders of Company as contemplated by this Agreement and (subject to obtaining the CompanyRequired Shareholder Approval, the Company will have full power, capacity Amendment Interim Order and authority the Amendment Final Order in the manner contemplated herein) to execute perform its obligations hereunder and deliver each Transaction Document to which it is or, at Closing, will be, a party under such agreements and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")instruments. The execution, execution and delivery of this Agreement by the Company and the performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will its obligations under this Agreement have been duly and validly authorized by the Company Board and, except for obtaining the Required Shareholder Approval, the approval of the CSE in respect of the Amended Arrangement, the Amendment Interim Order and the Amendment Final Order in the manner contemplated herein and filing of the Required Filings with the Registrar, no other acts by corporate proceedings on its part are necessary to authorize this Agreement or on behalf the Amended Arrangement, other than, with respect to the Circular and other matters relating thereto and the approval of the Company will be necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyBoard. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company Company, and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as subject to the qualification that such obligations and their enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to remedies, including specific performance, are within the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)a court.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby Transactions to be consummated by it (subject, in the "Contemplated Transactions"case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will be consummated by it have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executionTransactions to be consummated by it (subject, delivery and performance by in the Company case of each Transaction Document and the consummation of the Contemplated Transactions Merger, to which it is or, at Closing, will be, a partythe receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Xxxxxx and Merger Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by subject to the effect of any applicable bankruptcy and other bankruptcy, insolvency (including all applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of equitable remedies is subject to the discretion effect of the court before which any general principles of equity (regardless of whether considered in a proceeding therefor may be brought (whether at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby by this Agreement, including all actions required to be taken by the Company hereunder in connection with the Merger and thereby (the "Contemplated Transactions")Offer. The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated by this Agreement have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions contemplated by this Agreement (other than, delivery with respect to the Merger, the approval and performance adoption of this Agreement by the Company affirmative vote of each Transaction Document the holders of a majority of the outstanding Shares and the consummation filing of the Contemplated Transactions Certificate of Merger). The affirmative vote of the holders of Nonvoting Shares is not required for the approval and adoption of this Agreement. The Company has elected, pursuant to which it is orArticle Eleventh of its Restated Certificate of Incorporation, at Closingnot to be governed by Section 203 of the Delaware Law; accordingly, will benone of the Offer, a partythe Merger or the other transactions contemplated by this Agreement are subject to such Section 203. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Purchaser, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by applicable bankruptcy and subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally generally, and except that (ii) the availability remedy of specific performance and injunctive relief may be subject to equitable remedies is subject defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of (a) The Company has all the Shareholders of the Company, the Company will have full power, capacity necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and, subject to which it is orobtaining Company Stockholder Approval (or if applicable, at Closingthe Disinterested Stockholder Approval), will be, a party and to consummate the transactions contemplated hereby and thereby (in accordance with the "Contemplated Transactions")terms hereof. The execution, delivery and performance of this Agreement by the Company of each Transaction Document and the consummation by it of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and, except for obtaining the Company and Stockholder Approval (or if applicable, the Disinterested Stockholder Approval), no other acts by corporate action or corporate proceeding on behalf the part of the Company will be is necessary or required to authorize the execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation by it of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and, assuming due and (assuming the valid authorization, execution and delivery thereof by the other parties thereto) will constitute the legalParent and Merger Sub, valid constitutes a valid, legal and binding agreements agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that such obligations and their enforceability enforcement may be limited by applicable bankruptcy and subject to (i) any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally generally, and except that (ii) the availability effect of equitable remedies general principles of equity (regardless of whether enforceability is subject to the discretion considered in a proceeding of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following Subject only to the approval of the Shareholders of the Company's shareholders described below, the Company will have full power, capacity has all necessary corporate power and authority to execute and deliver this Agreement and each Transaction Document instrument required hereby to be executed and delivered at the Closing by the Company and to perform its obligations hereunder and to consummate the Transactions to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")party. The execution, execution and delivery of this Agreement and performance each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by the Company of each Transaction Document the Merger and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, it is a party will have been duly and validly authorized by all necessary corporate action on the part of the Company, subject only to the approval of this Agreement and the Merger by the Company's shareholders under the DGCL and the Company and no other acts Charter by or on behalf the affirmative vote of the Company will be necessary or required to authorize the execution, delivery and performance by the Company holders of each Transaction Document and the consummation a majority of the Contemplated Transactions to which it is or, at Closing, will be, a partyoutstanding Shares. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute Parent and Purchaser, as applicable, constitutes the legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally and except that the availability by general equitable principles (regardless of equitable remedies whether enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether in equity or at law or in equitylaw).

Authority Relative to this Agreement. Following approval The board of directors of the Shareholders Company has declared this Agreement and the Merger to be advisable and has unanimously (with one abstention) recommended that the stockholders of the CompanyCompany adopt this Agreement and the Merger, and the Company will have full power, capacity has the requisite corporate power and authority to execute and deliver each Transaction Document to which it is orthis Agreement and, at Closingupon adoption of this Agreement by the stockholders of the Company, will be, a party and to consummate the transactions contemplated hereby hereby. This Agreement and thereby (the "Contemplated Transactions"). The execution, delivery and performance consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company board of directors of the Company, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery transactions contemplated hereby (other than the adoption of this Agreement and performance the Merger by the Company of each Transaction Document and the consummation stockholders of the Contemplated Transactions to which it is or, at Closing, will be, a partyCompany in accordance with the DGCL). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming this Agreement constitutes the valid execution and delivery thereof by the other parties thereto) will constitute the legal, valid and binding agreements agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except subject, as such obligations and their enforceability may be limited by applicable bankruptcy to enforceability, to bankruptcy, insolvency, reorganization and other similar Laws laws of general applicability relating to or affecting the enforcement of creditors' rights generally and except that the availability to general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all requisite corporate power and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which transactions contemplated hereby on the part of the Company is, or at Closing, will be, a party will have been duly and validly authorized by its Board of Directors and the Company Shareholders, and no other acts by or corporate proceedings on behalf the part of the Company will be necessary is necessary, as a matter of law or required otherwise, to authorize this Agreement or to consummate the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions so contemplated. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (the Shareholders and, assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, this Agreement constitutes a valid and binding agreements obligation of the Company Buyer, this Agreement constitutes a valid and binding agreement of such persons or entities, enforceable against the Company them in accordance with their respective its terms, except (a) as such obligations and their enforceability enforcement may be limited by applicable bankruptcy subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and (b) as the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")Merger. The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will Merger have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery Merger (other than the approval and performance adoption of this Agreement by the Company holders of each Transaction Document a majority of the then-outstanding Shares and the consummation filing and recordation of the Contemplated Transactions to which it is or, at Closing, will be, a partyappropriate merger documents as required by Delaware Law). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, constitutes legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that (a) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally generally, and except that (b) the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or brought. The restrictions on business combinations contained in equity)Section 203 of Delaware Law have been satisfied with respect to the Merger.

Authority Relative to this Agreement. Following approval of T3.5 he Company has full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which the Shareholders of Company has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out the Company's obligations hereunder and thereunder and, the Company will have full power, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (including the "Contemplated Transactions"Transaction). The execution, execution and delivery of this Agreement and performance the consummation by the Company of each Transaction Document and the consummation of transactions contemplated hereby (including the Contemplated Transactions to which the Company is, or at Closing, will be, a party will Transaction) have been duly and validly authorized by all necessary corporate action on the part of the Company (including the approval by its Board of Directors), and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery and performance by other than the Company approval of each Transaction Document this Agreement and the consummation Transaction by a majority of the Contemplated Transactions to which it is or, at Closing, will be, a partyCompany's stockholders. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute hereto, constitutes the legal, valid legal and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)equity and public policy.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")Merger. The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by all necessary corporate action of the Company other than the adoption of this Agreement by the Company's stockholders in accordance with the DGCL and the Company Charter Documents, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance Merger (other than the adoption of this Agreement by the Company Company's stockholders in accordance with the DGCL, including, to the extent applicable, Section 203 of each Transaction Document the DGCL ("Section 203") and the consummation Company Charter Documents and the filing and recordation of the Contemplated Transactions appropriate documents with respect to which it is or, at Closing, will be, a partythe Merger in accordance with the DGCL). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof hereof by the other parties thereto) will constitute NBC and Merger Sub, constitutes the legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be to the extent limited by applicable bankruptcy and bankruptcy, insolvency, moratorium, fraudulent conveyance, or other similar Laws affecting the enforcement rights of creditors' rights generally creditors generally, and except to the extent that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)limited by equitable principles.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the (a) The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is orperform its obligations hereunder and, at Closingsubject to receipt of the Company Shareholder Approval, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of each Transaction Document the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyMerger). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent, Merger Sub and Guarantor, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the (a) The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. Except as set forth in Section 3.04(a) of the Company Disclosure Schedule, the execution and thereby (delivery of this Agreement by the "Contemplated Transactions"). The execution, delivery Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions contemplated hereby (other than, delivery and performance with respect to the Merger, the adoption of this Agreement by the Company affirmative vote of each Transaction Document a majority of the combined voting power of the outstanding Shares entitled to vote thereon and the consummation filing and recordation of the Contemplated Transactions to which it is or, at Closing, will be, a partyappropriate merger documents as required by Delaware Law). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as that such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting the or relating to enforcement of creditors' rights generally and except that the availability general principles of equitable remedies equity (regardless of whether enforcement is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and the License Agreement Amendment, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate all of the transactions contemplated hereby and thereby (the "Contemplated Transactions")thereby. The execution, execution and delivery of this Agreement and performance the License Agreement Amendment by the Company and the consummation by the Company of each Transaction Document and the consummation all of the Contemplated Transactions to which transactions contemplated hereby and thereby, including the Company isMerger, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executionMerger (other than, delivery and performance in connection with the Merger, adoption of this Agreement by the holders of a majority of the outstanding shares of Company of each Transaction Document Common Stock and the consummation filing and recordation of appropriate merger documents as required by the Contemplated Transactions to which it is or, at Closing, will be, a partyDGCL). This Each of this Agreement and the other Transaction Documents to which the Company is a party have License Agreement Amendment has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, constitutes legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that (a) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws Laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally and except that (b) the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or brought. The restrictions on business combinations contained in equity)Section 203 of the DGCL have been satisfied with respect to the Offer and the Merger.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have has full power, capacity corporate power and authority to execute and deliver each Transaction Document this Agreement and, subject to approval and adoption of this Agreement by the holders of Shares representing a majority of the votes which it is or, at Closing, will be, a party and may be cast by holders of the Shares (if required by applicable law) to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company Board and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance transactions so contemplated (other than the adoption of this Agreement by the Company holders of each Transaction Document and the consummation Shares representing a majority of the Contemplated Transactions to votes which it is or, at Closing, will be, a partymay be cast by holders of Shares (if required by applicable law)). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and, assuming this Agreement has been duly authorized, executed and (assuming the valid execution delivered by each of Parent and delivery thereof by the other parties thereto) will constitute the legalPurchaser, this Agreement constitutes a valid and binding agreements agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability that (i) enforcement may be limited by subject to applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally and except that (ii) the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of The Company has ------------------------------------ the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to approve, authorize, execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby (subject to the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the BCA and thereby (the "Contemplated Transactions"Company's Articles of Incorporation). The execution, delivery This Agreement and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance transactions contemplated hereby (other than the approval of the Merger by the Company affirmative vote of each Transaction Document the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the BCA and the consummation Company's Articles of the Contemplated Transactions to which it is or, at Closing, will be, a partyIncorporation). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming this Agreement constitutes the valid execution and delivery thereof by the other parties thereto) will constitute the legal, valid and binding agreements agreement of Acquiror, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except subject, as such obligations and their enforceability may be limited by applicable bankruptcy to enforceability, to bankruptcy, insolvency, reorganization and other similar Laws laws of general applicability relating to or affecting the enforcement of creditors' rights generally and except that the availability to general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval The Company is a corporation duly organized and validly existing under the laws of the Shareholders Commonwealth of the Company, the Virginia. The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery of this Agreement and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company Board of Directors of the Company, and no other acts by or corporate proceeding on behalf the part of the Company will be is necessary or required to authorize the execution, delivery and performance by this Agreement or for the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyconsummate such transactions. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a valid and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute binding obligation of Parent, constitutes the legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective terms, its terms except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally generally, and except that (ii) the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding proceedings therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval Each of the Shareholders of the Company, the Company will have full power, capacity Purchaser and Sub has all requisite corporate power and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company respective Boards of Directors of Purchaser and Sub, and the stockholder of Sub, and no other acts by corporate proceedings on the part of Purchaser or on behalf of the Company will be Sub are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company each of Purchaser and (Sub and, assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, this Agreement constitutes a valid and binding agreements obligation of the Company Company, this Agreement constitutes a valid and binding agreement of each of Purchaser and Sub, enforceable against the Company each of Purchaser and Sub in accordance with their respective its terms, except as that such obligations and their enforceability enforcement may be limited by applicable bankruptcy and subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally and except that the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of The Purchaser has the Shareholders of the Company, the Company will have full requisite corporate power, authority and capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party enter into this Agreement and to consummate perform its obligations hereunder and to complete the transactions contemplated hereby and thereby (the "Contemplated Transactions")by this Agreement. The executionexecution and delivery of this Agreement, delivery and the performance by the Company Purchaser of each Transaction Document its obligations hereunder and the consummation completion by the Purchaser of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated by this Agreement have been duly and validly authorized by the Company Purchaser Board and no other acts by or corporate proceedings on behalf the part of the Company will be Purchaser are necessary or required to authorize the executionexecution and delivery by it of this Agreement, delivery and the performance by the Company Purchaser of each Transaction Document and its obligations hereunder, the consummation completion of the Contemplated Transactions to which it is or, at Closing, will be, a partyArrangement or the completion by the Purchaser of the transactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company Purchaser and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the constitutes a legal, valid and binding agreements obligation of the Company Purchaser enforceable against the Company Purchaser in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' rights generally and except general principles of equity and public policy and to the qualification that the availability of equitable remedies is subject to such as specific performance and injunction may be granted only in the discretion of the a court before which any proceeding therefor may be brought (whether at law or in equity)of competent jurisdiction.

Authority Relative to this Agreement. Following approval of (a) The Company has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery and performance of this Agreement by the Company of each Transaction Document Company, and the consummation of the Contemplated Transactions to which the Company istransactions contemplated hereby, or at Closing, will be, a party will have been duly and validly authorized by the Company Board and no other acts by corporate or stockholder proceedings on behalf the part of the Company will be necessary or are required to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery other than, with respect to the Merger and performance to the extent required by Delaware Law, (i) the adoption of this Agreement by the Company of each Transaction Document and the consummation affirmative vote of the Contemplated Transactions holders entitled to which it is or, at Closing, will be, cast a partymajority of the votes represented by the outstanding Common Stock and Series C Preferred Stock and (ii) the filing and recordation of the Certificate of Merger in accordance with Delaware Law. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (assuming the valid due authorization, execution and delivery thereof hereof by the other parties theretoRoyal Ahold, Parent and Purchaser) will constitute the legal, constitutes a valid and binding agreements agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of laws, now or hereafter in effect, relating to creditors' rights generally and except that the availability (ii) equitable remedies of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of The Company has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company requisite corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance transactions so contemplated (other than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company of each Transaction Document Common Stock entitled to vote in accordance with the DGCL and the consummation Company's Certificate of the Contemplated Transactions to which it is or, at Closing, will be, a partyIncorporation and By-Laws). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, as applicable, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited or affected by applicable bankruptcy (i) bankruptcy, insolvency, reorganization, moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other similar Laws laws (including, without limitation, court decisions) now or hereafter in effect and affecting the enforcement rights and remedies of creditors' rights creditors generally or providing for the relief of debtors, (ii) the refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and except that the availability injunctive relief, and (iii) general principles of equitable equity (regardless of whether such remedies is subject to the discretion of the court before which any are sought in a proceeding therefor may be brought (whether in equity or at law or in equitylaw).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby Transactions to be consummated by it (subject, in the "Contemplated Transactions"case of the consummation of the Merger, to the receipt of the Company Stockholder Approval). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will be consummated by it have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executionTransactions to be consummated by it (subject, delivery and performance by in the Company case of each Transaction Document and the consummation of the Contemplated Transactions Merger, to which it is or, at Closing, will be, a partythe receipt of the Company Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Xxxxxx and Merger Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by subject to the effect of any applicable bankruptcy and other bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of equitable remedies is subject to the discretion effect of the court before which any general principles of equity (regardless of whether considered in a proceeding therefor may be brought (whether at law or in equity) (the “Enforceability Exceptions”).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the (a) The Company will have has full power, capacity corporate power and authority to execute and deliver each Transaction Document this Agreement, perform its obligations hereunder and, subject only to which it is orapproval and adoption of this Agreement by the holders of shares of Company Common Stock representing a majority of the votes that may be cast by holders of such shares, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company all necessary corporate action and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance transactions so contemplated (other than the approval of this Agreement by the holders of shares of Company of each Transaction Document and the consummation Common Stock representing a majority of the Contemplated Transactions to which it is or, at Closing, will be, a partyvotes that may be cast by holders of such shares). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and, assuming this Agreement has been duly authorized, executed and (assuming the valid execution delivered by each of Parent and delivery thereof by the other parties thereto) will constitute the legalMerger Sub, this Agreement constitutes a valid and binding agreements agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability that (i) enforcement may be limited by subject to applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect, affecting the enforcement of creditors' ’ rights generally and except that (ii) the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of The Company has full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which the Shareholders of Company has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out the Company's obligations hereunder and thereunder and, the Company will have full power, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (including the "Contemplated Transactions"). The execution, execution and delivery of this Agreement and performance the consummation by the Company of each Transaction Document and the consummation of transactions contemplated hereby (including the Contemplated Transactions to which the Company is, or at Closing, will be, a party will Transactions) have been duly and validly authorized by all necessary corporate action on the part of the Company (including the approval by its Board of Directors), and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery and performance by other than the Company approval of each Transaction Document this Agreement and the consummation Transactions by a majority of the Contemplated Transactions to which it is or, at Closing, will be, a partyCompany's stockholders. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute hereto, constitutes the legal, valid legal and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)equity and public policy.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby (except that consummation of the "Contemplated Transactions")Merger shall require the requisite approval of the Company's stockholders as contemplated herein. The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document the Merger and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will other transactions contemplated hereby have been duly and validly authorized by the Company all necessary corporate action and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executionMerger (other than, delivery with respect to the Merger, the approval and performance adoption of this Agreement by the Company holders of each Transaction Document a majority of the then outstanding Shares and the consummation filing and recordation of appropriate merger documents as required by the Contemplated Transactions to which it is or, at Closing, will be, a partyDGCL) and the other transactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Subsidiary, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the enforcement of laws and equitable principles relating to or limiting creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is orperform its obligations hereunder, at Closing, will be, a party and to consummate complete the transactions contemplated hereby and thereby (the "Contemplated Transactions")Arrangement in accordance with this Agreement. The execution, execution and delivery and performance of this Agreement by the Company of each Transaction Document and the consummation completion of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will Arrangement in accordance with this Agreement have been duly and validly authorized by the Company all necessary corporate action, and no other acts by corporate proceedings on the part of Company are necessary to authorize this Agreement or on behalf to complete the Arrangement in accordance with this Agreement (other than the required court approvals to complete the Arrangement and the approval of the Company will be necessary or required to authorize the execution, delivery and performance Arrangement Resolution by the holders of the outstanding Company Common Shares and Company Preferred Shares entitled to vote with respect thereto at the Company Shareholders' Meeting in the manner set forth in the Interim Order, the filing and certification of each Transaction Document the Articles of Arrangement as required by the CBCA, and receipt of the Interim Order and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyFinal Order). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute , constitutes the legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their to the extent that enforceability hereof may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' rights generally and except that by principles of equity regarding the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Following The Company has the requisite corporate power, authority and capacity to enter into this Agreement and (subject to obtaining the approval of the Nomad Shareholders of the CompanyArrangement Resolution, the Company will have full power, capacity Interim Order and authority the Final Order as contemplated in Section 2.2) to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate complete the transactions contemplated hereby and thereby (the "Contemplated Transactions")by this Agreement. The executionexecution and delivery of this Agreement, delivery and the performance by the Company of each Transaction Document its obligations hereunder and the consummation completion by the Company of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated by this Agreement have been duly and validly authorized by the Company Nomad Board and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize the executionexecution and delivery by it of this Agreement, delivery and the performance by the Company of each Transaction Document its obligations hereunder, or the completion of the Arrangement or, subject to obtaining the approval of the Nomad Shareholders of the Arrangement Resolution, the Interim Order and the consummation Final Order as contemplated in Section 2.2, the completion by the Company of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar Laws relating to or affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject and the enforcement of creditors’ rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of the a court before which any proceeding therefor may be brought (whether at law or in equity)of competent jurisdiction.

Authority Relative to this Agreement. Following approval of The Company has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to execute and deliver each Transaction Document deliver, and perform its obligations under, this Agreement and the Company Option Agreement, subject to which it is orobtaining the necessary approvals of its shareholders and of the High Court as referred to in Section 3.5(b)(i)(B) hereof, at Closing, will be, a party under applicable law. The execution and to consummate delivery of this Agreement and the Company Option Agreement and the consummation of the Scheme and other transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Board of Directors of the Company and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or the execution, delivery Company Option Agreement or to consummate the Scheme or other transactions contemplated hereby and performance thereby (other than approvals by the Company of each Transaction Document Company's shareholders required by applicable law, and the consummation making of the Contemplated Transactions to which it is or, at Closing, will be, a partyFinal Court Order). This Agreement and the other Transaction Documents to which the Company is a party Option Agreement have been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof hereof by the other parties thereto) will constitute the legalBuyer, each constitutes a valid and binding agreements agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their to the extent that its enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors' creditors rights generally and except that the availability of or by general equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)principles.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity The Buyer has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and the CVR Agreement and to which it is or, at Closing, will be, a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")thereby. The execution, execution and delivery of this Agreement and performance the CVR Agreement by the Company of each Transaction Document Buyer and the consummation by the Buyer of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Company part of the Buyer, and no other acts by or corporate proceedings on behalf the part of the Company will be Buyer are necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document this Agreement and the consummation of CVR Agreement or to consummate the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby and thereby. This Agreement has been, and the other Transaction Documents to which the Company is a party CVR Agreement shall have been on the Closing Time, duly and validly executed and delivered by the Company and (Buyer and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will Company, constitute the legal, valid legal and binding agreements obligations of the Company Buyer, enforceable against the Company Buyer in accordance with their respective terms, except as such obligations and their enforceability to the extent that (i) enforcement thereof may be limited by applicable bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor rights, (ii) the enforcement thereof may be limited by general equitable principles (regardless of whether such enforcement is considered in a proceeding at law or in equity), and (iii) the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and the Stock Option Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby thereby, including, without limitation, all actions required to be taken by the Company hereunder in connection with the Merger, the Offer and the Note Tender Offer (the "Contemplated Transactions"). The execution, execution and delivery of this Agreement and performance the Stock Option Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or the executionStock Option Agreement or to consummate the Transactions (other than, delivery with respect to the Merger, the approval and performance adoption of this Agreement by the Company of each Transaction Document and the consummation affirmative vote of the Contemplated Transactions stockholders of the Company to which it is orthe extent required by Delaware Law, at Closingthe filing of the Certificate of Merger and, will bewith respect to the execution of the Supplemental Indenture, a partythe satisfaction of the Minimum Note Condition). This Each of this Agreement and the other Transaction Documents to which the Company is a party have Stock Option Agreement has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Purchaser, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by applicable bankruptcy and subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally generally, and except that (ii) the availability remedy of specific performance and injunctive relief may be subject to equitable remedies is subject defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of The Company has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to execute and deliver this Agreement and each Transaction Document instrument required hereby to which be executed and delivered by it is or, at the Closing, will be, a party to perform its obligations hereunder or thereunder and to consummate the transactions contemplated hereby and thereby (thereby. This Agreement and each instrument required hereby to be executed and delivered by the "Contemplated Transactions"). The execution, delivery Company at the Closing and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company Special Committee and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery other than the approval of the Merger and performance the adoption of this Agreement by holders of the Shares in accordance with the MBCA and the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyArticles. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid execution and delivery thereof by the other parties thereto) will constitute that this Agreement constitutes the legal, valid and binding agreements agreement of Parent and Newco, constitutes the legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that such obligations and their enforceability may be limited by applicable bankruptcy and (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of creditors' rights generally and except that the availability equity (regardless of equitable remedies whether enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether in equity or at law or in equityLaw).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will (a) Acquiror and Merger Sub have full power, capacity corporate power and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company Boards of Directors of Acquiror and Merger Sub and no other acts by corporate proceedings on the part of Acquiror or on behalf of the Company will be Merger Sub is necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions so contemplated. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company Acquiror and (Merger Sub and, assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, this Agreement constitutes a valid and binding agreements obligation of the Company Target, this Agreement constitutes a valid and binding agreement of Acquiror and Merger Sub, enforceable against the Company Acquiror and Merger Sub in accordance with their respective terms, its terms (except in all cases as such obligations and their enforceability may be limited by to applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium, or similar Laws laws affecting the enforcement of creditors' creditor's rights generally and except that the availability of the equitable remedies remedy of specific performance or injunctive relief is subject to the discretion of the any court before which any proceeding therefor may be brought (whether at law or in equitybrought).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is orperform its obligations hereunder and, at Closingsubject to adoption of this Agreement and the Merger by the stockholders of Company, will be, a party and to consummate the transactions contemplated hereby and thereby (including the "Contemplated Transactions"Merger). The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation by Company of the Contemplated Transactions to which transactions contemplated hereby (including the Company is, or at Closing, will be, a party will Merger) have been duly and validly authorized by all necessary corporate action on the part of Company and no other acts by corporate proceedings on the part of Company are necessary to authorize this Agreement or on behalf to consummate the transactions so contemplated (other than the approval and adoption of this Agreement and the approval of the Company will be necessary or required to authorize the execution, delivery and performance Merger by the holders of a majority of the outstanding shares of Company of each Transaction Document Common Stock entitled to vote with respect thereto and the consummation filing of the Contemplated Transactions Certificate of Merger pursuant to which it is or, at Closing, will be, a partythe DGCL). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by Parent and Merger Sub, constitutes the other parties thereto) will constitute the legal, valid legal and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)equity and public policy.

Authority Relative to this Agreement. Following approval of (a) Buyer has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and the Warrant Certificates and to consummate the transactions contemplated hereby fulfill its obligations hereunder and thereby (the "Contemplated Transactions")thereunder. The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation Warrant Certificates by Buyer and the performance of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will its obligations hereunder and thereunder have been duly and validly authorized by the Company Executive Committee of the Board of Directors of Buyer, and no other acts by corporate proceedings on the part of Buyer are necessary, as a matter of law or on behalf of the Company will be necessary or required to authorize the executionotherwise, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyin connection therewith. This Agreement has been, and the other Transaction Documents to which the Company is a party Warrant Certificates when executed and delivered as provided herein, shall have been been, duly and validly executed and delivered by the Company and (Buyer and, assuming this Agreement, constitutes the valid execution and delivery thereof by binding obligations of PHC, this Agreement constitutes, and the other parties thereto) Warrant Certificates will constitute the legalconstitute, valid and binding agreements of the Company Buyer, enforceable against the Company Buyer in accordance with their respective terms, except (a) as such obligations and their enforceability enforcement may be limited by applicable bankruptcy subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and (b) as the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of The Company has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to execute and deliver each Transaction Document this Agreement and, subject to which it is orapproval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the Certificate of Incorporation of the Company and the DGCL, at Closing, will be, a party and to consummate the transactions contemplated hereby hereby. This Agreement and thereby (the "Contemplated Transactions"). The execution, delivery and performance consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions contemplated hereby (other than, delivery and performance with respect to the Merger, the approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the Certificate of Incorporation of the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyDGCL). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming this Agreement constitutes the valid execution and delivery thereof by the other parties thereto) will constitute the legal, valid and binding agreements agreement of Parent and Purchaser, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability that the enforcement hereof may be limited by applicable bankruptcy and (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally and except that the availability (ii) general principles of equitable remedies equity (regardless of whether enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether in equity or at law or in equitylaw).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity The Purchaser has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform its obligations and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereunder. The execution, execution and delivery and performance of this Agreement by the Company of each Transaction Document Purchaser and the consummation purchase of the Contemplated Transactions to which Shares as provided in Section 2.01 hereof by the Company is, or at Closing, will be, a party will Purchaser hereunder have been duly and validly authorized by all necessary corporate action of the Company Purchaser and no other acts by or corporate proceedings on behalf the part of the Company will be Purchaser are necessary or required to authorize this Agreement or the execution, delivery and performance purchase of the Shares by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyPurchaser as contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (Purchaser and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute Company, constitutes the legal, valid and binding agreements obligation of the Company Purchaser enforceable against the Company Purchaser in accordance with their respective terms, its terms (except in each such case as such obligations and their enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization and other similar Laws laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and except to the extent that the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law and except as rights to indemnity and contribution under Section 5.07 may be limited by Federal or in equitystate securities laws).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by all necessary corporate action on the Company part of the Company, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executionTransactions (other than, delivery with respect to the Merger, the approval and performance adoption of this Agreement by the Company holders of each Transaction Document a majority of the then-outstanding Shares, if and to the extent required by applicable law, and the consummation filing and recordation of the Contemplated Transactions to which it is or, at Closing, will be, a partyappropriate merger documents as required by Delaware Law). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly 19 15 executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Purchaser, constitutes legal, valid and binding agreements obligations of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally generally, and except that (ii) the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or brought. The Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in equity)Section 203(a) of Delaware Law shall not apply to the Merger, provided that such transactions are consummated in accordance with the terms hereof.

Authority Relative to this Agreement. Following approval The execution and ------------------------------------ delivery of this Agreement by the Shareholders Purchaser and Merger Sub and the consummation by the Purchaser and Merger Sub of the Company, the Company will have full power, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser and thereby (Merger Sub and no other corporate proceeding is necessary for the "Contemplated Transactions"). The executionexecution and delivery of this Agreement by the Purchaser or Merger Sub, delivery and the performance by the Company Purchaser and Merger Sub of each Transaction Document their respective obligations hereunder and thereunder and the consummation by the Purchaser or Merger Sub of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company and no other acts by or on behalf of the Company will be necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company Purchaser and (Merger Sub and, assuming the valid due authorization, execution and delivery thereof of this Agreement by the other parties thereto) will constitute the Company, constitutes a legal, valid and binding agreements obligation of the Company Purchaser and Merger Sub, enforceable against the Company Purchaser and Merger Sub in accordance with their respective its terms, except as such obligations and their that (i) the enforceability hereof may be limited by subject to applicable bankruptcy and bankruptcy, insolvency or other similar Laws Laws, now or hereinafter in effect, affecting the enforcement of creditors' rights generally generally, and except that (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies is relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval Each of the Shareholders of the Company, the Company will have full power, capacity Companies has all requisite corporate authority and authority power to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")provided for herein. The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company Boards of Directors of each of the Companies and no other acts by or corporate proceedings on behalf the part of the any Company will be is necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the each Company and, assuming this Agreement has been duly authorized, executed and (assuming the valid execution and delivery thereof delivered by the other parties thereto) will constitute the legalBuyer, this Agreement constitutes a valid and binding agreements agreement of the Company each Company, enforceable against the each such Company in accordance with their respective its terms, except as that (a) such obligations and their enforceability enforcement may be limited by applicable bankruptcy and subject to bankruptcy, insolvency, reorganization, moratorium (whether general or specific) or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally and except that (b) the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval The Company has the necessary corporate power and authority to enter into this Agreement and, subject to the filing of the Shareholders Merger Certificate as required by the DGCL, to carry out its obligations hereunder. The Seller has the necessary competency, power and authority to enter into this Agreement and carry out the obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and the Seller and, subject to the filing of the Merger Certificate as required by the DGCL, no other corporate proceeding is necessary for the execution and delivery of this Agreement by the Company, the Company will have full power, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance by the Company of each Transaction Document its obligations hereunder and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company and no other acts by or on behalf of the Company will be necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (the Seller and, assuming the valid due authorization, execution and delivery thereof of this Agreement by the other parties thereto) will constitute the Buyer and Buyer Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company it in accordance with their respective its terms, except as such obligations and their that (a) the enforceability hereof may be limited by subject to applicable bankruptcy and bankruptcy, insolvency or other similar Laws laws, now or hereinafter in effect, affecting creditors’ rights generally, and (b) the enforcement general principles of creditors' rights generally and except that the availability equity (regardless of equitable remedies whether enforceability is subject to the discretion of the court before which any considered at a proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following Subject only to the requisite approval of the Shareholders stockholders of the Company, the Company will have full power, capacity has all requisite corporate power and authority to execute and deliver each Transaction Document this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the "Ancillary Agreements") to which it Company is or, at Closing, will be, a party party; to perform its -------------------- obligations hereunder and thereunder; and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")thereby. The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the Ancillary Agreements to which Company is a party and the consummation by Company of the Contemplated Transactions to which transactions contemplated hereby and thereby, and the performance by Company isof its obligations hereunder and thereunder, or at Closing, will be, a party will have been duly and validly authorized unanimously by all necessary action by the Company Board of Directors of Company, and no other acts by or action on behalf the part of the Board of Directors of Company will be necessary or is required to authorize the execution, delivery and performance by the Company of each Transaction Document this Agreement and the consummation by Company of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby and thereby. This Agreement and the other Transaction Documents Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by the Company and (and, assuming the due authorization and valid execution and delivery thereof hereof by the other parties thereto) will constitute the SciQuest, each constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have has full power, capacity corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions Transaction contemplated hereby and thereby (the "Contemplated Transactions")hereby. The executionCompany's board of directors has approved this Agreement and declared its advisability. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Transaction contemplated hereby, delivery and the performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company isits obligations hereunder, or at Closing, will be, a party will have been duly and validly authorized by all necessary action by the Company (save for approval by a general meeting of the Company), and no other acts by or action on behalf the part of the Company will be necessary or (save for approval by a general meeting of the Company) is required to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of each the Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partycontemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof hereof by the other parties thereto) will constitute the Crystalix, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company it in accordance with their respective its terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and except that by general principles of equity. The Transaction and the availability transfer of equitable remedies is shares in the Purchased Subsidiaries are not subject to the discretion any right of the court before which any proceeding therefor may be brought (whether at law first refusal or in equity)other similar rights.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver this Agreement and each Transaction Document other document, instrument, and certificate referenced herein (each, a “Related Agreement”) to which it is ora party, at Closingsubject to obtaining the requisite stockholder approval to perform its obligations hereunder and thereunder, will be, a party and to consummate the transactions contemplated hereby Transactions. Other than obtaining the requisite stockholder approvals, the execution and thereby (delivery of this Agreement and each Related Agreement to which it is a party by the "Contemplated Transactions"). The executionCompany, delivery and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company isTransactions, or at Closing, will be, a party will have been duly and validly authorized by all necessary corporate action on the part of the Company and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize the executionexecution and delivery of this Agreement or such Related Agreements or to consummate the Transactions, delivery and performance other than the filing of the Certificate of Merger as required by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyDGCL. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, this Agreement constitutes a valid and binding agreements obligation of Parent and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company it in accordance with their respective terms, its terms (except in all cases as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium, or similar Laws laws affecting the enforcement of creditors' creditor’s rights generally and except that the availability of the equitable remedies remedy of specific performance or injunctive relief is subject to the discretion of the any court before which any proceeding therefor may be brought (whether at law or in equitybrought).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and the Escrow Agreement (as defined in Section 8.01(c)), to which it is or, at Closing, will be, a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")thereby. The execution, execution and delivery of this Agreement and performance the Escrow Agreement by the Company and the consummation by the Company of each Transaction Document the transactions contemplated hereby and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will thereby have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or the execution, delivery and performance Escrow Agreement or to consummate the transactions contemplated hereby or thereby (other than the filing of the Certificate of Merger as required by the Company of each Transaction Document Delaware Code). This Agreement has been, and the consummation of the Contemplated Transactions to which it is or, at Closing, Escrow Agreement will be, a party. This Agreement and the other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company Company. This Agreement constitutes, and (the Escrow Agreement will constitute, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute hereto, the legal, valid and binding agreements obligations of the Company Company, enforceable against the Company it in accordance with their respective terms, except as such obligations and their to the extent that its enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of or by general equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)principles.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and, subject to which it is orthe adoption of this Agreement by the affirmative vote of a majority of the voting power of the shares of Company Common Stock entitled to vote on the matter, at Closing, will be, a party to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby (the "Contemplated Transactions")by this Agreement. The execution, execution and delivery and performance of this Agreement by the Company of each Transaction Document and the consummation by Company of the Contemplated Transactions to which Merger and the Company is, or at Closing, will be, a party will other transactions contemplated by this Agreement have been duly and validly authorized by the Company all necessary corporate action and no other acts corporate proceedings on the part of Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by or on behalf this Agreement other than the vote of Company's Stockholders and the filing of the Company will be necessary or Certificate of Merger with the Secretary of State of Delaware as required to authorize the execution, delivery and performance by the DGCL. The Board of Directors of Company has declared the Merger advisable and in the best interest of each Transaction Document Company and its Stockholders and recommended the consummation adoption of this Agreement by the Contemplated Transactions to which it is or, at Closing, will be, a partyStockholders. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Purchaser, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by applicable bankruptcy and subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws affecting the enforcement of laws, now or hereafter in effect, relating to or limiting creditors' rights generally and except that (ii) the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each this Agreement and the Transaction Document Documents to which it is ora party, at Closingto perform its obligations hereunder and thereunder and, will besubject to receiving the Company Stockholder Approval, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executionTransactions (other than, delivery with respect to the Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and, with respect to the Merger only, the filing and performance recordation of appropriate merger documents as required by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyFBCA). This Agreement and the each other Transaction Documents Document to which the Company is a party have and has executed has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by IAC and Merger Sub and the other parties thereto) will constitute the , as applicable, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the enforcement of creditors' ’ rights generally and except that by general equitable principles (the availability of equitable remedies is subject “Remedies Exceptions”). No state takeover Law or similar restrictions are applicable to the discretion of Merger or the court before which any proceeding therefor may be brought (whether at law or in equity)other Transactions.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the (a) The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is orperform its obligations hereunder and, at Closingsubject to receipt of the Company Shareholder Approval, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by Transactions (except for (i) receipt of the Company Shareholder Approval and (ii) the filing of each Transaction Document the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyMerger). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of Parent and the Shareholders of the Company, the Company will Purchaser have full power, capacity all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The executionexecution and delivery of this Agreement by Parent and the Purchaser, delivery and the performance by the Company of each Transaction Document their obligations hereunder and the consummation by Parent and the Purchaser of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized and approved by the Company Parent Board, the Purchaser Board and by the sole shareholder of the Purchaser, and no other acts by corporate proceedings on the part of Parent or on behalf the Purchaser are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (other than the filing of the Company will be necessary or required Articles of Merger pursuant to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation requirements of the Contemplated Transactions to which it is or, at Closing, will be, a partyOBCA). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by Parent and the Company and (Purchaser and, assuming the due and valid authorization, execution and delivery thereof of this Agreement by the other parties thereto) will constitute the legalCompany, constitutes a valid and binding agreements obligation of Parent and the Company Purchaser, enforceable against the Company them in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity Advantage has all ------------------------------------ requisite corporate power and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which transactions contemplated hereby on the Company is, or at Closing, will be, a party will part of Advantage have been duly and validly authorized by its Board of Directors and the Company Shareholder, and no other acts by corporate proceedings on the part of Advantage is necessary, as a matter of law or on behalf of the Company will be necessary or required otherwise, to authorize this Agreement or to consummate the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions so contemplated. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by Advantage and the Company and (Shareholder and, assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, this Agreement constitutes a valid and binding agreements obligation of the Company Buyer, this Agreement constitutes a valid and binding agreement of such persons or entities, enforceable against the Company them in accordance with their respective its terms, except (a) as such obligations and their enforceability enforcement may be limited by applicable bankruptcy subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and (b) as the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following Company has full corporate power and authority to (i) execute and deliver this Agreement, and (ii) assuming the approval of the Shareholders adoption of the Company, Agreement and the approval of the Merger by at least a majority of the outstanding shares of Company Common Stock and 70% of the outstanding shares of Company Preferred Stock at the Company will have full powerSpecial Meeting or any adjournment or postponement thereof in accordance with the DGCL, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party and to consummate the Merger and the other transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The executionexecution and delivery of this Agreement, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which Merger and the Company isother transactions contemplated hereby, or at Closing, will be, a party will have been duly and validly authorized by the Company board of directors of Company, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a party. This Agreement Merger and the other Transaction Documents transactions contemplated hereby (other than, with respect to which the Merger, the approval of the adoption of the Agreement and approval of the Merger by at least a majority of the outstanding shares of Company Common Stock and 70% of the outstanding shares of Company Preferred Stock at the Company is a party have Special Meeting or any adjournment or postponement thereof in accordance with the DGCL). The Agreement has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the legalParent and Merger Sub, constitutes a valid and binding agreements agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their to the extent that its enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that the availability of or by general equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)principles.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has ------------------------------------ all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement to be consummated by the Company or the Surviving Corporation (the "Contemplated Other Transactions"). The execution, delivery ------------------ and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document the Merger and the consummation of the Contemplated Other Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance Merger or such Other Transactions (other than the adoption of this Agreement by the affirmative vote of the holders of two-thirds of the then-outstanding shares of Common Stock entitled to vote thereon (the "Company of each Transaction Document Shareholder Approval") and the consummation filing and recordation ---------------------------- of appropriate merger documents as required by the Contemplated Transactions to which it is or, at Closing, will be, a partyMBCL). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by subject to the effect of any applicable bankruptcy and other bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion effect of the court before which any proceeding therefor may be brought (whether at law or in general principles of equity).

Authority Relative to this Agreement. Following approval of The Company has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery and performance of this Agreement by the Company of each Transaction Document and the consummation by it of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document this Agreement or the consummation by the Company of the transactions contemplated hereby (other than, with respect to the Merger, the approval of this Agreement and the consummation Merger by the stockholders of the Contemplated Transactions Company, to which it is or, at Closing, will be, a partythe extent required by applicable law). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, constitutes a valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective terms, its terms except (i) as such its obligations and their enforceability may be limited affected by applicable bankruptcy and other bankruptcy, insolvency, reorganization, receivership, moratorium or similar Laws affecting the enforcement of laws, or by equitable principles relating to or limiting creditors' rights generally or remedies generally, and except (ii) that the availability remedies of specific performance, injunction and other forms of equitable remedies is relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and, subject to which it is orthe approval of this Agreement and the transactions contemplated hereby by the holders of the Common Shares, at Closing, will be, a party to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and thereby (adoption of the "Contemplated Transactions"). The execution, delivery Merger and performance this Agreement by the Company of each Transaction Document and the consummation affirmative vote of the Contemplated Transactions to which the Company is, or at Closing, will be, holders of a party will have been duly and validly authorized by the Company and no other acts by or on behalf majority of the Company will be necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyCommon Shares then outstanding). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the due and valid authorization, execution and delivery thereof of this Agreement by the other parties thereto) will constitute the legalParent and Merger Sub, constitutes a valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as that such obligations and their enforceability (i) may be limited by applicable bankruptcy and bankruptcy, insolvency, moratorium or other similar Laws affecting laws af- fecting or relating to the enforcement of creditors' rights generally and except that the availability of equitable remedies (ii) is subject to the discretion general principles of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all requisite corporate power and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby perform its covenants and thereby (the "Contemplated Transactions")obligations hereunder. The executionexecution and delivery by the Company of this Agreement, delivery and the performance by the Company of each Transaction Document its covenants and obligations hereunder and thereunder and the consummation by the Company of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no other acts by or additional corporate proceedings on behalf the part of the Company will be are necessary or required to authorize the execution, execution and delivery and performance by the Company of each Transaction Document this Agreement, other than the approval of this Agreement and the consummation transactions contemplated hereby, including the Merger, by holders of a majority of the Contemplated Transactions to which it is orCompany Stock voted at the Company Special Meeting or by Written Consent, at Closing, will be, including by a partymajority of each class of shares of capital stock of the Company (the “Company Stockholder Approval”). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the legaleach of Parent and Merger Sub, constitutes a valid and binding agreements agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their to the extent that its enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, by general equitable principles or by principles of good faith and other similar Laws affecting the fair dealing, regardless of whether enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether sought in equity or at law or in equity)law.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity (a) Parent has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance of this Agreement by the Company of each Transaction Document Parent and the consummation by Parent of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by corporate proceedings (including any actions of Parent’s stockholders) on the part of Parent are necessary to authorize this Agreement or on behalf to consummate the Transactions (except for the filing of the Company will be necessary or required to authorize Certificate of Merger with the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyDSOS). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (Parent and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Company, constitutes a legal, valid and binding agreements obligation of the Company Parent, enforceable against the Company Parent in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the (a) The Company will have full power, capacity has all requisite corporate power and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate perform its obligations hereunder in accordance with and upon the transactions contemplated hereby terms and thereby (the "Contemplated Transactions")conditions set forth herein. The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions Transactions, to which the Company isis a party, or at Closing, will be, a party will have been duly and validly authorized by the all members of Company and no other acts by or on behalf Audit Committee, all members of the Company will be Board and, subject to (i) obtaining the Company Shareholder Approval and (ii) the filing and recordation of appropriate documents related to the Second Merger as required by the ICL, no other proceedings on the part of the Company or its shareholders are necessary or required to authorize the execution, delivery and performance by of this Agreement or to consummate the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyTransactions. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Xxxxxxxx, Parentco, Merger Sub I and Merger Sub II, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms; provided, except as such obligations and their that the enforceability hereof may be limited by applicable bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors' ’ rights generally and except that by general principles of equity affecting the availability of specific performance and other equitable remedies is subject to (the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity“Enforceability Exceptions”).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary power and authority to execute and deliver each Transaction Document this Agreement, the Junior Convertible Note and the Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")to which it is a party. The executionexecution and delivery of this Agreement and the Junior Convertible Note by the Company, delivery and performance the consummation by the Company of each Transaction Document the transactions contemplated hereby and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will thereby have been duly and validly authorized by the Company all necessary corporate action and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize the execution, execution and delivery of this Agreement or the Junior Convertible Note or to consummate the transactions contemplated pursuant to this Agreement or the Junior Convertible Note. This Agreement has been duly and performance validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms and, when executed by the Company at the closing, each Transaction Document of the Junior Convertible Note and the consummation of the Contemplated Transactions to which it is or, at Closing, Registration Rights Agreement will be, a party. This Agreement and the other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company Company, and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as except, in each case, to the extent such obligations and their enforceability may be limited by (i) laws relating to specific performance, injunctive relief or other equitable remedies and (ii) applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws of general application relating to or affecting the enforcement of creditors' ’ rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)generally.

Authority Relative to this Agreement. Following approval The Company has the necessary corporate power and authority to enter into this Agreement and, subject to the filing of the Shareholders Merger Certificate as required by United Kingdom Law, to carry out its obligations hereunder. The Stockholder has the necessary competency, power and authority to enter into this Agreement and carry out the obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and the Stockholder and, subject to the filing of the Merger Certificate as required by the United Kingdom Law, no other corporate proceeding is necessary for the execution and delivery of this Agreement by the Company, the Company will have full power, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance by the Company of each Transaction Document its obligations hereunder and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company and no other acts by or on behalf of the Company will be necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (the Stockholder and, assuming the valid due authorization, execution and delivery thereof of this Agreement by the other parties thereto) will constitute the Buyer and Buyer Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company it in accordance with their respective its terms, except as such obligations and their that (a) the enforceability hereof may be limited by subject to applicable bankruptcy and bankruptcy, insolvency or other similar Laws laws, now or hereinafter in effect, affecting creditors’ rights generally, and (b) the enforcement general principles of creditors' rights generally and except that the availability equity (regardless of equitable remedies whether enforceability is subject to the discretion of the court before which any considered at a proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each this Agreement, the other Transaction Document Documents, and all other instruments, certificates and agreements delivered or required to be delivered pursuant to this Agreement to which it the Company is ora party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")thereby. The execution, execution and delivery and performance by the Company of each this Agreement and the other Transaction Document Documents to which it is a party and the consummation by the Company of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby and thereby have been duly and validly authorized by the Company and no other acts by or on behalf all necessary corporate action, and, except as set forth in Section 3.04 of the Company will be Disclosure Schedule, no other corporate proceedings on the part of the Company are necessary or required to authorize this Agreement or such Transaction Documents or to consummate the execution, delivery transactions contemplated hereby and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partythereby. This Agreement and the other Transaction Documents to which the Company it is a party have has been duly and validly executed and delivered by the Company Company. This Agreement and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute Transaction Documents to which it is a party constitutes the legal, valid and binding agreements obligation of the Company Company, enforceable against the Company it in accordance with their respective its terms, except as such obligations and their to the extent that its enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of or by general equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)principles.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver this Agreement and each Transaction Document of the Ancillary Agreements to which it is or, at Closing, will be, a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")thereby. The execution, execution and delivery of this Agreement and performance the Ancillary Agreements to which it is a party by the Company and the consummation by the Company of each Transaction Document the transactions contemplated hereby and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will thereby have been duly and validly authorized by all necessary corporate action on the Company and no other acts by or on behalf part of the Company will be necessary or required to authorize the executionCompany. This Agreement has been, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions Ancillary Agreements to which it is or, at Closing, will be, a party. This Agreement and the other Transaction Documents to which the Company is a party have been or, if executed after the date hereof and at or prior to the Effective Time, will be, duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof of this Agreement and the Ancillary Agreements by each of the other parties hereto and thereto) , constitutes, or, in the case of the Ancillary Agreements to which it is a party have been or, if executed after the date hereof and at or prior to the Effective Time, will constitute the constitute, legal, valid and binding agreements obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such obligations and their enforceability the same may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability general equitable principles regardless of equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of At the Shareholders of the CompanyClosing, the Company will have full power, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company isare, or at Closing, will be, a party will have been duly and validly authorized by the Company and no other acts by or on behalf of the Company will be necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it it, is or, at Closing, will be, a party. This Agreement and the other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, valid and binding agreements of the Company respectively, enforceable against the Company and Seller in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor therefore may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have has full power, capacity corporate power and authority to execute and deliver each Transaction Document enter into this Agreement and, subject to which it is orobtaining the Company Stockholders' Approval (as defined in Section 6.03), at Closing, will be, a party to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized approved by the Board of Directors of the Company, the Board of Directors of the Company has recommended adoption of this Agreement by the stockholders of the Company and no other acts by or on behalf directed that this Agreement be submitted to the stockholders of the Company will be for their consideration, and no other corporate proceedings on the part of the Company or its stockholders are necessary or required to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of transactions contemplated hereby, other than obtaining the Contemplated Transactions to which it is or, at Closing, will be, a partyCompany Stockholders' Approval. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (assuming and, subject to the valid execution and delivery thereof by obtaining of the other parties thereto) will constitute the Company Stockholders' Approval, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability by general equitable principles (regardless of equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether in equity or at law or in equitylaw).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the (a) The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and, subject to which it is orobtaining the necessary approvals of the Company Stockholders, at Closing, will be, a party to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby (the "Contemplated Transactions")by this Agreement. The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document the Merger and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will other transactions contemplated by this Agreement have been duly and validly authorized by the Company all necessary corporate action and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery Merger and performance the other transactions contemplated by this Agreement (other than the approval and adoption of this Agreement and the Merger by the Company of each Transaction Document Stockholders as described in Section 3.16 hereof and the consummation filing and recordation of appropriate merger documents as required by the Contemplated Transactions to which it is or, at Closing, will be, a partyDGCL and the filings described in Section 3.06(b)). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by subject to the effect of any applicable bankruptcy and other bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of equitable remedies is subject subject, as to enforceability, to the discretion effect of the court before which any proceeding therefor may be brought (whether at law or in general principles of equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Company part of the Company, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery and performance other than the adoption of this Agreement by the Company holders a majority of each Transaction Document the outstanding shares of Common Stock entitled to vote in accordance with the Delaware Law and the consummation Company's Certificate of Incorporation and By-Laws (the Contemplated Transactions to which it is or, at Closing, will be, a party"Requisite Company Vote"). The Board and the Special Committee approved this Agreement and the transactions contemplated hereby and declared the advisability thereof. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Acquisition Sub, as applicable, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws laws relating to or affecting the enforcement of creditors' rights generally and except that the availability to general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each this Agreement and the other Transaction Document Documents to which it is orbe executed and delivered by Company hereunder, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")thereby. The execution, execution and delivery of this Agreement and performance such other Transaction Documents by the Company of each Transaction Document and the consummation by Company of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Company part of Company, and no other acts by corporate proceedings or approvals on behalf the part of Company or the stockholders of Company will be are necessary or required to authorize this Agreement or such other Transaction Documents or to consummate the execution, delivery transactions contemplated hereby and performance by the thereby. The Board of Directors of Company of each Transaction Document has unanimously approved this Agreement and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby and declared their advisability. This Agreement and the such other Transaction Documents to which the Company is a party have been or will be duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) thereto (other than Seller), constitute, or upon such execution and delivery by Company will constitute constitute, the legal, valid and binding agreements obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that the availability by general principles of equitable remedies is subject equity relating to the discretion enforceability (regardless of the court before which any whether considered in a proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of The Company has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to execute and deliver this Agreement and each Transaction Document instrument required hereby to which be executed and delivered by it is or, at the Closing, will be, a party to perform its obligations hereunder or thereunder and to consummate the transactions contemplated hereby. This Agreement and each instrument required hereby to be executed and thereby (delivered by the "Contemplated Transactions"). The execution, delivery Company at the Closing and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company Special Committee and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions contemplated hereby, delivery other than the approval of the Merger and performance the adoption of this Agreement by holders of the Shares in accordance with the MBCA and the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyArticles. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid execution and delivery thereof by the other parties thereto) will constitute that this Agreement constitutes the legal, valid and binding agreements agreement of Parent and Newco, constitutes the legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that such obligations and their enforceability may be limited by applicable bankruptcy and (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of creditors' rights generally and except that the availability equity (regardless of equitable remedies whether enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether in equity or at law or in equitylaw).

Authority Relative to this Agreement. Following approval of The Company has the Shareholders of the Company, the Company will have full power, capacity corporate power and authority to execute and deliver each Transaction Document enter into this Agreement, to which it is or, at Closing, will be, a party carry out its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized this Agreement by the Company and no other acts the consummation by or on behalf it of the transactions contemplated hereby have been duly authorized by the Board of Directors, the Board of Directors has requested that stockholders of the Company will be holding a majority of voting shares entitled to vote on the Merger execute and deliver a written consent to this Agreement and the Merger immediately following the execution and delivery hereof, and, assuming that such written consent is executed and delivered, no other corporate action or proceedings on the part of the Company are necessary or required to authorize this Agreement or the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, constitutes a valid and binding agreements agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally and except that the availability or to general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of (a) The Company has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby hereby, subject to the approval and thereby (adoption of the "Contemplated Transactions")Merger and this Agreement by holders of the Company Shares in accordance with the DGCL and the Company Stockholders Agreement. The execution, delivery This Agreement and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company Board of Directors, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions contemplated hereby (other than, delivery with respect to the Merger, the adoption of this Agreement by holders of the Company Shares in accordance with the DGCL and performance by the Company of each Transaction Document and the consummation holders of the Contemplated Transactions to which it is or, at Closing, will be, a partyCompany Series A Preferred in accordance with the Company Stockholders Agreement). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming this Agreement constitutes the valid execution and delivery thereof by the other parties thereto) will constitute the legal, valid and binding agreements agreement of Purchaser and Newco, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that such obligations and their enforceability may be limited by applicable bankruptcy and (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' ’ rights generally and except that the availability (ii) general principles of equitable remedies equity (regardless of whether enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether in equity or at law or in equitylaw).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all requisite power and authority (including corporate authority and power) to execute and deliver each this Agreement and the other Transaction Document Documents to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")provided for herein. The execution, execution and delivery of this Agreement and performance by the Company of each other Transaction Document Documents to which it is a party and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company Board of Directors of the Company, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a party. This this Agreement and or the other Transaction Documents to which the Company it is a party have or to consummate the transactions contemplated hereby except for the consent and approval of the stockholders of the Company as set forth in SECTION 5.13. Subject to obtaining such stockholder consent and approval, this Agreement has been duly and validly executed and delivered by the Company Company, and, assuming this Agreement has been duly authorized, executed and (assuming the valid execution and delivery thereof delivered by the other parties thereto) will constitute the legalPurchaser, this Agreement constitutes a valid and binding agreements agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that (a) such obligations and their enforceability enforcement may be limited by applicable bankruptcy and subject to bankruptcy, insolvency, reorganization, moratorium (whether general or specific) or other similar Laws affecting the enforcement of now or hereafter in effect relating to creditors' rights generally and except that (b) the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Each Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery and performance of this Agreement by the each Company of each Transaction Document and the consummation by each Company of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company all necessary corporate action and no other acts by or corporate proceedings on behalf the part of the either Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions so contemplated. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the each Company and (each Holder and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute Parent and Merger Sub, as applicable, constitutes the legal, valid and binding agreements obligation of each Company and each Holder, enforceable against each of the Company enforceable against the Company Companies and each Holder in accordance with their respective its terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally, and (ii) the effect of general principles of equity, whether enforcement of creditors' rights generally is considered in a proceeding in equity or at law, and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the (a) The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and the Deposit Agreement, to which it is orperform its obligations hereunder and thereunder and, at Closing, will be, a party and subject to obtaining the Required Company Vote to consummate the transactions contemplated hereby Transactions. The affirmative vote (in person or by proxy) of the holders of a majority of the issued and thereby outstanding shares of Company Common Stock (the "Contemplated “Required Company Vote”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other Transactions"). The execution, delivery and performance of this Agreement and the Deposit Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or the executionDeposit Agreement or to consummate the Transactions (other than, delivery with respect to the Merger, the Required Company Vote and performance the filing and recordation of appropriate merger documents as required by the Company Nevada Revised Statutes). Each of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a party. This this Agreement and the other Transaction Documents to which the Company is a party have Deposit Agreement has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The executionexecution and delivery of this Agreement by the Company, delivery the Transaction Documents and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by all necessary corporate action on the Company part of the Company, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement, the executionTransaction Documents or to consummate the Contemplated Transactions, delivery and performance including, if necessary, the approval of this Agreement by all Shareholders in accordance with the Company of each Transaction Document Governing Corporate Law and the consummation Company’s Certificate of Incorporation and Bylaws, as amended to date. The Board has unanimously approved this Agreement and the Contemplated Transactions to which it is or, at Closing, will be, a partyand declared their advisability. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and, when duly authorized, executed and (assuming the valid execution and delivery thereof by the delivered to all other parties thereto) hereto, will constitute the a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability against the Company may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject equity relating to the discretion enforceability (regardless of the court before which any whether considered in a proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is orperform its obligations hereunder and, at Closingsubject to adoption of this Agreement and the Merger by the stockholders of Company, will be, a party and to consummate the transactions contemplated hereby and thereby (including the "Contemplated Transactions"Merger). The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation by Company of the Contemplated Transactions to which transactions contemplated hereby (including the Company is, or at Closing, will be, a party will Merger) have been duly and validly authorized by all necessary corporate action on the part of Company and no other acts by corporate proceedings on the part of Company are necessary to authorize this Agreement or on behalf to consummate the transactions so contemplated (other than the approval and adoption of this Agreement and the approval of the Company will be necessary or required to authorize the execution, delivery and performance Merger by the holders of a majority of the outstanding shares of Company Common Stock and each class of each Transaction Document Company Preferred Stock entitled to vote with respect thereto and the consummation filing of the Contemplated Transactions Certificate of Merger pursuant to which it is or, at Closing, will be, a partythe DGCL). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by Parent and Merger Sub, constitutes the other parties thereto) will constitute the legal, valid legal and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)equity and public policy.

Authority Relative to this Agreement. Following approval Each of the Shareholders of the Company, the Company will have full power, capacity and PEcoS has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is orperform its obligations hereunder and, at Closing, will be, a party and to consummate the transactions contemplated hereby and thereby (including the "Contemplated Transactions"Merger). The execution, delivery and performance Subject to approval of this Agreement by the Company Stockholders, the execution and delivery of each Transaction Document this Agreement and the consummation by the Company and PEcoS of the Contemplated Transactions to which transactions contemplated hereby (including the Company is, or at Closing, will be, a party will Merger) have been duly and validly authorized by all necessary corporate action on the Company and no other acts by or on behalf part of the Company will be necessary or required (including the approval by its Board of Directors), subject in all cases to authorize the executionsatisfaction of the terms and conditions of this Agreement, delivery and performance and, subject to approval of this Agreement by the Company Stockholders, no other corporate proceedings on the part of each Transaction Document the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to the Washington BCA and the consummation terms and conditions of the Contemplated Transactions to which it is or, at Closing, will be, a partythis Agreement. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (PEcoS and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute hereto, constitutes the legal, valid legal and binding agreements obligation of the Company and PEcoS, enforceable against the Company and PEcoS in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all requisite corporate power and authority to execute and deliver each Transaction Document this Agreement and, subject to which it is orthe terms and conditions hereof, at Closing, will be, a party and to consummate the transactions contemplated hereby (provided that the Merger is subject to the provisions of Section 2.02 and thereby (to the "Contemplated Transactions"applicable provisions of the Corporate Code regarding any requisite approval by the stockholders of the Company). The execution, execution and delivery and performance by the Company of each Transaction Document this Agreement and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executiontransactions so contemplated (other than the merger, delivery and performance by which is subject to the approval of the stockholders of the Company of each Transaction Document as contemplated by Section 2.02 and to the consummation applicable provisions of the Contemplated Transactions to which it is or, at Closing, will be, a partyCorporate Code). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid execution and delivery thereof by the other parties thereto) will constitute the legal, this Agreement constitutes a valid and binding agreements obligation of each of Purchaser and Sub, this Agreement constitutes a valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that such obligations and their enforceability enforcement may be limited by applicable bankruptcy and subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of laws now or hereafter in effect relating to creditors' rights generally and except that the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the (a) The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby Transactions, subject only to adoption of this Agreement by the holders of a majority of the outstanding Company Shares entitled to vote on such matter at a stockholders’ meeting duly called and thereby held for such purpose (the "Contemplated Transactions"“Requisite Company Vote”). The Except for the Requisite Company Vote, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executionTransactions (other than, delivery and performance by with respect to the Company of each Transaction Document and Merger, the consummation filing of the Contemplated Transactions to which it is or, at Closing, will be, a partyCertificate of Merger). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Sub, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as that (i) such obligations and their enforceability enforcement may be limited by subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability forms of equitable remedies is relief may be subject to equitable defenses, general equitable principles and to the discretion of the court before which any proceeding therefor may be brought (whether at law or such enforceability limitations set forth in equitythe preceding clauses (i) and (ii), the “Enforceability Limitations”).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will have full power, capacity The Purchaser ------------------------------------ has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform its obligations and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereunder. The execution, execution and delivery and performance of this Agreement by the Company of each Transaction Document Purchaser and the consummation purchase of the Contemplated Transactions to which Shares as provided in Section 2.01 hereof by the Company is, or at Closing, will be, a party will Purchaser hereunder have been duly and validly authorized by all necessary corporate action of the Company Purchaser and no other acts by or corporate proceedings on behalf the part of the Company will be Purchaser are necessary or required to authorize this Agreement or the execution, delivery and performance purchase of the Shares by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyPurchaser as contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (Purchaser and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute Company, constitutes the legal, valid and binding agreements obligation of the Company Purchaser enforceable against the Company Purchaser in accordance with their respective terms, its terms (except in each such case as such obligations and their enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization and other similar Laws laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and except to the extent that the availability remedy of specific performance and injunctive and other forms of equitable remedies is relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equitybrought).,

Authority Relative to this Agreement. Following approval of The Company has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to execute and deliver each Transaction Document this Agreement and to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company requisite corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance transactions so contemplated (other than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company of each Transaction Document Common Stock entitled to vote in accordance with the DGCL and the consummation Company's Certificate of the Contemplated Transactions to which it is or, at Closing, will be, a partyIncorporation and By-Laws). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Xxxxxx and Merger Sub, as applicable, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited or affected by applicable bankruptcy (i) bankruptcy, insolvency, reorganization, moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other similar Laws laws (including, without limitation, court decisions) now or hereafter in effect and affecting the enforcement rights and remedies of creditors' rights creditors generally or providing for the relief of debtors, (ii) the refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and except that the availability injunctive relief, and (iii) general principles of equitable equity (regardless of whether such remedies is subject to the discretion of the court before which any are sought in a proceeding therefor may be brought (whether in equity or at law or in equityLaw).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have has full power, capacity corporate power and authority to execute and deliver each Transaction Document enter into this Agreement and, subject to which it is orobtaining the Company Stockholders' Approval, at Closing, will be, a party to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document and the consummation transactions contemplated hereby have been approved by the Board of Directors of the Contemplated Transactions to which Company, the Board of Directors of the Company is, or at Closing, will be, a party will have been duly and validly authorized has recommended adoption of this Agreement by the stockholders of the Company and no other acts by or on behalf directed that this Agreement be submitted to the stockholders of the Company will be for their consideration, and no other corporate proceedings on the part of the Company or its stockholders are necessary or required to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document the transactions contemplated hereby, other than obtaining the Company Stockholders' Approval if and to the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyextent required by applicable law. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (assuming and, subject to the valid execution and delivery thereof by obtaining of the other parties thereto) will constitute the Company Stockholders' Approval, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability by general equitable principles (regardless of equitable remedies whether such enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether in equity or at law or in equitylaw).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each this Agreement, the other Transaction Document Documents, and all other instruments, certificates and agreements delivered or required to be delivered pursuant to this Agreement to which it the Company is ora party, at Closing, will be, a party to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (thereby. With the "Contemplated Transactions"). The executionexception of the Required Stockholder Consent, the execution and delivery and performance by the Company of each this Agreement and the other Transaction Document Documents to which it is a party and the consummation by the Company of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby and thereby have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or such Transaction Documents or to consummate the execution, delivery transactions contemplated hereby and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partythereby. This Agreement and the other Transaction Documents to which the Company it is a party have has been duly and validly executed and delivered by the Company Company. This Agreement and (assuming the valid execution and delivery thereof by the other parties thereto) will constitute Transaction Documents to which it is a party constitutes the legal, valid and binding agreements obligation of the Company Company, enforceable against the Company it in accordance with their respective its terms, except as such obligations and their to the extent that its enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of or by general equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)principles.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and (subject to approval and adoption of this Agreement by the Company's stockholders to the extent required by applicable law) to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, execution and delivery of this Agreement by the Company and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the executionTransactions (other than, delivery with respect to the Merger, the approval and performance adoption of this Agreement by the Company holders of each Transaction Document two-thirds of the then-outstanding Securities entitled to vote thereon, if and to the extent required by applicable law, and the consummation filing and recordation of the Contemplated Transactions to which it is or, at Closing, will be, a partyappropriate merger documents as required by New York Law). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Purchaser, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their to the extent that enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws laws of general applicability relating to or affecting the enforcement of creditors' rights generally and except by the effect of the principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). At a meeting duly called and held on June 5, 2000, the Board approved this Agreement and the Transactions and such approvals are sufficient so that the availability restrictions on business combinations set forth in Section 912 of equitable remedies is subject New York Law shall not apply to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)Merger.

Authority Relative to this Agreement. Following Subject only to the requisite ------------------------------------ approval of the Shareholders Acquisition by the shareholders of the Company, the holders of Company will have Options, and the holders of Company Warrants, the Company has full power, capacity corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The executionexecution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, delivery and the performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company isits obligations hereunder, or at Closing, will be, a party will have been duly and validly authorized by all necessary action by the Company Board of Directors of the Company, and no other acts by or action on behalf the part of the Board of Directors of the Company will be necessary or is required to authorize the execution, delivery and performance of this Agreement and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof hereof by the other parties thereto) will constitute the Parent, CDN2 and Acquisition Sub, constitutes a legal, valid and binding agreements obligation of the Company enforceable against the Company in accordance with their its respective terms, except as such obligations and their the enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting relating to the enforcement of creditors' rights generally and except that the availability by general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the Company will The Partnership and Sub have full power, capacity partnership power and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")hereby. The execution, delivery and performance by the Company Partnership and Sub of each Transaction Document this Agreement, and the consummation by them of the Contemplated Transactions to which the Company istransactions contemplated hereby, or at Closing, will be, a party will have been duly and validly authorized by the Company and no other acts by Partnership GP (for itself in its capacity as the general partner of Partnership, for itself or on behalf of Sub), and no other partnership proceedings on the Company will be part of the Partnership and Sub are necessary or required to authorize the execution, delivery and performance by the Company Partnership and Sub of each Transaction Document this Agreement and the consummation by it of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company Partnership and (assuming the valid execution Sub and delivery thereof constitutes, and each other agreement, instrument or document executed or to be executed by the other parties thereto) Partnership and Sub in connection with the transactions contemplated hereby has been, or when executed will constitute be, duly executed and delivered by the legalPartnership or Sub and constitutes, or when executed and delivered will constitute, a valid and legally binding agreements obligation of the Company Partnership or Sub enforceable against the Company Partnership or Sub in accordance with their respective terms, except as that such obligations and their enforceability may be limited by (i) applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws affecting the enforcement of creditors' rights generally and except that (ii) equitable principles which may limit the availability of certain equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or such as specific performance) in equity).certain instances

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement to be consummated by the Company (the "Contemplated Other Transactions"). The Assuming the accuracy of Parent's representations and warranties in Section 4.10, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document the Merger and the consummation of the Contemplated Other Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance Merger or such Other Transactions (other than the adoption of this Agreement by the affirmative vote of the holders of a majority of the then-outstanding shares of Company of each Transaction Document Common Stock entitled to vote thereon and the consummation filing of the Contemplated Transactions to which it is or, at Closing, will be, a partyCertificate of Merger). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Co, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by subject to the effect of any applicable bankruptcy and other bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion effect of the court before which any proceeding therefor may be brought (whether at law or in general principles of equity).

Authority Relative to this Agreement. Following approval The execution and delivery of this Agreement by the Shareholders Purchaser and Merger Sub and the consummation by the Purchaser and Merger Sub of the Company, the Company will have full power, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party and to consummate the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser and thereby (Merger Sub and no other corporate proceeding is necessary for the "Contemplated Transactions"). The executionexecution and delivery of this Agreement by the Purchaser or Merger Sub, delivery and the performance by the Company Purchaser and Merger Sub of each Transaction Document their respective obligations hereunder and 10 15 thereunder and the consummation by the Purchaser or Merger Sub of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company and no other acts by or on behalf of the Company will be necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partytransactions contemplated hereby. This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company Purchaser and (Merger Sub and, assuming the valid due authorization, execution and delivery thereof of this Agreement by the other parties thereto) will constitute the Company, constitutes a legal, valid and binding agreements obligation of the Company Purchaser and Merger Sub, enforceable against the Company Purchaser and Merger Sub in accordance with their respective its terms, except as such obligations and their that (i) the enforceability hereof may be limited by subject to applicable bankruptcy and bankruptcy, insolvency or other similar Laws Laws, now or hereinafter in effect, affecting the enforcement of creditors' rights generally generally, and except that (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable remedies is relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)brought.

Authority Relative to this Agreement. Following approval of The Company has the Shareholders of the Company, the Company will have full power, capacity requisite corporate power and authority to approve, authorize, execute and deliver each Transaction Document to which it is or, at Closing, will be, a party this Agreement and to consummate the transactions contemplated hereby (subject to the approval of the Merger by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the BCA and thereby (the "Contemplated Transactions"Company's Articles of Incorporation). The execution, delivery This Agreement and performance the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance transactions contemplated hereby (other than the approval of the Merger by the Company affirmative vote of each Transaction Document the holders of a majority of the votes entitled to be cast by the holders of Shares in accordance with the BCA and the consummation Company's Articles of the Contemplated Transactions to which it is or, at Closing, will be, a partyIncorporation). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming this Agreement constitutes the valid execution and delivery thereof by the other parties thereto) will constitute the legal, valid and binding agreements agreement of Acquiror, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except subject, as such obligations and their enforceability may be limited by applicable bankruptcy to enforceability, to bankruptcy, insolvency, reorganization and other similar Laws laws of general applicability relating to or affecting the enforcement of creditors' rights generally and except that the availability to general principles of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver each Transaction Document this Agreement, to which it is or, at Closing, will be, a party perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby by this Agreement to be consummated by the Company (the "Contemplated “Other Transactions"”). The Assuming the accuracy of Parent’s representations and warranties in Section 4.10, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document the Merger and the consummation of the Contemplated Other Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance Merger or such Other Transactions (other than the adoption of this Agreement by the affirmative vote of the holders of a majority of the then-outstanding shares of Company of each Transaction Document Common Stock entitled to vote thereon and the consummation filing of the Contemplated Transactions to which it is or, at Closing, will be, a partyCertificate of Merger). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will constitute the Parent and Merger Co, constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by subject to the effect of any applicable bankruptcy and other bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that the availability of equitable remedies is subject to the discretion effect of the court before which any proceeding therefor may be brought (whether at law or in general principles of equity).

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all requisite corporate power and authority to execute to: (a) execute, deliver and deliver each perform this Agreement and the other Transaction Document Agreements to which it is or, at Closing, will be, a party party; and (b) carry out the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")Transactions to which it is a party. The execution, execution and delivery and performance by the Company of each this Agreement and the other Transaction Document Agreements to which it is a party and the consummation by the Company of the Contemplated Transactions to which the Company is, or at Closing, will be, it is a party will have been duly and validly authorized by the Company and no other acts by or on behalf Company’s board of directors and, except for receipt of the approval of the Shareholders of the Company will be as required by the Companies Act and the approvals described in Section 4.5(b), no other proceedings on the part of the Company are necessary or required to authorize this Agreement or to consummate the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it is or, at Closing, will be, a partyTransactions. This Agreement and the other Transaction Documents Agreement to which the Company it is a party have been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties thereto) will Parties, constitute the legal, valid legal and binding agreements obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except insofar as such obligations and their enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that or by principles governing the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Following approval The board of directors ------------------------------------ of the Shareholders Company has declared this Agreement and the Merger to be advisable and has unanimously recommended that the stockholders of the CompanyCompany adopt this Agreement and approve the Merger, and the Company will have full power, capacity has the requisite corporate power and authority to execute and deliver each Transaction Document to which it is orthis Agreement and, at Closingupon approval of this Agreement by the stockholders of the Company, will be, a party and to consummate the transactions contemplated hereby hereby. This Agreement and thereby (the "Contemplated Transactions"). The execution, delivery and performance consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will transactions contemplated hereby have been duly and validly authorized by the Company board of directors of the Company, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize this Agreement or to consummate the execution, delivery transactions contemplated hereby (other than the approval of this Agreement and performance the approval of the Merger by the Company of each Transaction Document and the consummation stockholders of the Contemplated Transactions to which it is or, at Closing, will be, a partyCompany in accordance with the TBCA). This Agreement and the other Transaction Documents to which the Company is a party have has been duly and validly executed and delivered by the Company and (and, assuming this Agreement constitutes the valid execution and delivery thereof by the other parties thereto) will constitute the legal, valid and binding agreements agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except subject, as such obligations and their enforceability may be limited by applicable bankruptcy to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar Laws laws of general applicability relating to or affecting the enforcement of creditors' rights generally and except to general principles of equity (regardless of whether that the availability of equitable remedies enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be brought (whether at law or in equity).

Authority Relative to this Agreement. Following approval of Seller has the Shareholders of corporate power to enter into this Agreement and the Companyagreements in connection with Contemplated Transactions (the “Transaction Documents”) and to carry out its obligations hereunder and thereunder. The Company has the corporate power to enter into, to the extent a party thereto, the Company will have full power, capacity and authority to execute and deliver each Transaction Document to which it is or, at Closing, will be, a party agreements in connection with Contemplated Transactions and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions")carry out its obligations thereunder. The execution, execution and delivery and performance of this Agreement by the Company of each Transaction Document Seller and the consummation by each of Seller and the Company of the Contemplated Transactions to which the Company is, or at Closing, will be, such company is a party will have been duly and validly authorized by the Company respective boards of directors of such company, and no other acts by or on behalf of the Company will be necessary or required to authorize the execution, delivery this Agreement and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which it such company is or, at Closing, will be, a party. This Agreement and party has been approved by (a) Seller as the other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by sole stockholder of the Company and (assuming b) the valid execution and delivery thereof affirmative vote of holders of a majority of the outstanding shares of Seller Common Stock by written consent. No other corporate proceedings on the other parties thereto) will constitute part of either such company are necessary to authorize or approve this Agreement or the legal, Contemplated Transactions. This Agreement constitutes the valid and binding agreements obligation of the Company Seller, enforceable against the Company it in accordance with their respective the Agreement’s terms, except as such obligations subject to laws of general application relating to bankruptcy, insolvency, and their enforceability may be limited by applicable bankruptcy the relief of debtors and the rules of law governing specific performance, injunctive relief, and other similar Laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity)remedies.

Authority Relative to this Agreement. Following approval of the Shareholders of the Company, the The Company will have full power, capacity has all necessary corporate power and authority to execute and deliver this Agreement and each Transaction Document Ancillary Agreement to which it is or(or is specified to be) a party, at Closingto perform its obligations hereunder and thereunder and, will besubject to receiving the Company Stockholder Approval, a party and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). The execution, execution and delivery of this Agreement and performance each Ancillary Agreement to which it is (or is specified to be) a party by the Company and the consummation by the Company of each Transaction Document and the consummation of the Contemplated Transactions to which the Company is, or at Closing, will be, a party will have been duly and validly authorized by the Company all necessary corporate action, and no other acts by or corporate proceedings on behalf the part of the Company will be are necessary or required to authorize the execution, delivery and performance by the Company of each Transaction Document and the consummation of the Contemplated Transactions this Agreement or any Ancillary Agreement to which it is ora party or to consummate the Transactions (other than, at Closingwith respect to the Mergers, will bethe Company Stockholder Approval, a partywhich the Written Consent shall satisfy, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and the other Transaction Documents each Ancillary Agreement to which the Company is (or is specified to be) a party have has been or will be (upon execution and delivery) duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery thereof by the other parties hereto or thereto) will constitute the , constitutes a legal, valid and binding agreements obligation of the Company Company, enforceable against the Company in accordance with their respective its terms, except as such obligations and their enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the enforcement of creditors' ’ rights generally generally, and except that subject, as to enforceability, by general equitable principles (the availability “Remedies Exceptions”). The Company Board has approved this Agreement, the Mergers and the other Transactions. To the knowledge of equitable remedies the Company, no other state takeover Law is subject applicable to the discretion of Mergers or the court before which any proceeding therefor may be brought (whether at law or in equity)other Transactions.