Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock). This Agreement has been duly and validly executed and delivered by the Company, and, assuming this Agreement constitutes a valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has all requisite the corporate power and authority to execute and deliver enter into this Agreement, the Parent Option Agreement and any other agreement required the Company Option Agreement, to be entered into carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)Merger. The execution and delivery of this Agreement, the Parent Option Agreement and the Company Option Agreement by the Company and Company, the consummation by the Company of the transactions contemplated hereby (including, without limitation, and thereby and the issuance consummation of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) Merger have been duly and validly authorized by the Company's Board of Directors and, except for the approval of its stockholders to be sought at the stockholders meeting contemplated by Section 7.4 hereof and the filing of the CompanyCertificate of Merger as required by the GCL, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate Agreement, the transactions so contemplated (other than the approval of this Parent Option Agreement and the Company Option Agreement, the transactions contemplated hereby by and thereby or the requisite holders consummation of outstanding shares of Common Stock)the Merger. This Agreement, the Parent Option Agreement has and the Company Option Agreement have been duly and validly executed and delivered by the Company, Company and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement, the Parent Option Agreement constitutes a and the Company Option Agreement constitute valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors creditors' rights generally and to general generally, or principles governing the availability of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equityequitable remedies.

Authority Relative to this Agreement. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required each of the Ancillary Agreements to be entered into which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (subject to other than the approval and adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby by the requisite holders stockholders of outstanding shares of Common Stock the Company in accordance with Georgia Law and the Delaware General Corporation Law Company Articles of Incorporation (the "DGCLCompany Stockholders' Action") and applicable NASDAQ rules). The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) thereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated (contemplated, other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)Company Stockholders' Action. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by the Company, Company and, assuming the due authorization, execution and delivery of this Agreement constitutes a valid and binding obligation the Ancillary Agreements by each of the Investorother parties hereto and thereto, this Agreement constitutes a valid and binding agreement constitutes, or, in the case of the CompanyAncillary Agreements, enforceable against the Company in accordance with its termswill constitute, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there their respective terms, except to the extent such enforceability may be subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and to or by general equitable principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement Agreement, the Certificate of Designation, and any other agreement required the Registration Rights Amendment (collectively, the "Transaction Documents") and to be entered into perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)thereby. The execution and delivery of this Agreement each of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) thereby have been duly and validly authorized by the Board of Directors of the Companyall necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement the Transaction Documents or to consummate the transactions so contemplated (contemplated, other than as contemplated by Section 4.1. The Special Committee (the approval "Special Committee") of the Board of Directors (all of such committee members being Disinterested Directors) and the Board of Directors of the Company have each determined that it is advisable and in the best interest of the holders of the Company's Common Stock for the Company to consummate the transactions contemplated by this Agreement upon the terms and subject to the conditions herein. Each of this Agreement and each of the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock). This Agreement other Transaction Documents has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by the Purchasers, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and (ii) the remedy of specific performance and injunctive and other laws affecting creditors rights generally forms of equitable relief may be subject to equitable defenses and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) discretion of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equitycourt before which any proceeding therefor may be brought.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and and, subject to, in the case of the consummation of the Merger, obtaining the Stockholder Approval, to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) Transactions have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated Transactions (other than than, with respect to the approval of this Agreement Merger, obtaining the Stockholder Approval and the transactions contemplated hereby filing and recordation of appropriate merger documents as required by the requisite holders of outstanding shares of Common StockDGCL). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy and other laws (including all Laws related to fraudulent transfer), insolvency, reorganization or similar Law affecting creditors creditors’ rights generally and to by general equitable principles of equity(the “Enforceability Exceptions”). Upon The Company Board has approved this Agreement and the execution Transactions and filing with such approvals are sufficient so that the Secretary of State of Delaware (and acceptance for filing) restrictions on business combinations set forth in Section 203 of the Certificate DGCL shall not apply to the execution, delivery or performance of Designation for this Agreement and the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance consummation of the Warrant such instruments will constitute legal, valid and binding obligations Transactions. No “fair price,” “moratorium,” “control shares acquisition,” “business combination” or other similar anti-takeover Law (including Section 203 of the CompanyDGCL) enacted under any federal, enforceable against state, local or foreign Laws applicable to the Company in accordance with there terms, subject is applicable to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equitythis Agreement or the Transactions.

Authority Relative to this Agreement. The Company has (subject to the required actions and proceedings described in the following sentence) all requisite corporate necessary power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) Transactions have been duly and validly authorized by the Board of Directors of the Companyall necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated Transactions (other than than, with respect to the approval Merger, the adoption of this Agreement by the holders of a majority of the then-outstanding Shares voting together as a single class and the transactions contemplated hereby by the requisite holders of a majority of the then-outstanding shares Series A Shares, voting as a single class, if and to the extent required by applicable law, and the filing and recordation of Common Stockappropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement constitutes a valid and binding obligation of the Investordue authorization, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (delivery by Parent and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation")Purchaser, and upon issuance of the Warrant such instruments will constitute constitutes legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there its terms, subject to applicable bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors creditor rights generally and for general equitable and public policy principles. The Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on, and stockholder voting requirements relating to, business combinations set forth in Section 203(a) of Delaware Law and Article NINTH of the Restated Certificate of Incorporation shall not apply to general principles of equitythe Transactions.

Authority Relative to this Agreement. The Company has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and any other agreement required to be entered into perform its obligations hereunder in accordance with and to consummate upon the transactions contemplated hereby terms and thereby (conditions set forth herein, subject to the approval and adoption of this Agreement Agreement, the Suntuity Merger and the transactions contemplated hereby Transactions by the requisite holders Company Members. The Key Company Member owns a sufficient number of outstanding shares of Common Stock Company Interests to approve and adopt this Agreement, the Suntuity Merger and the Transactions by Member Approval in accordance with the Delaware General Corporation Law (Company LLC Agreement and the "DGCL") and applicable NASDAQ rules)RULLCA. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) Transactions have been duly and validly authorized and approved by the Board of Directors of Company Management Committee and, subject to obtaining the CompanyMember Approval, and no other corporate proceedings on the part of the Company or its members are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)Transactions. This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by Acquiror Group, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; provided, subject that the enforceability hereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to applicable bankruptcy and other laws or affecting creditors creditors’ rights generally and to by general principles of equity. Upon equity affecting the execution availability of specific performance and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto other equitable remedies (the "Certificate of Designation"“Enforceability Exceptions”), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has all requisite full corporate power and authority to execute execute, deliver and deliver perform this Agreement and any other agreement required to be entered into hereunder and to consummate the transactions contemplated hereby hereby. This Agreement has been duly and thereby (subject to approval validly adopted by the Board, and the execution, delivery and performance of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors and, except for the approval of the CompanyMerger by the holders of at least two-thirds of the outstanding Shares in accordance with the BCL, and no other corporate proceedings actions on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than hereby, including the approval acquisition of this Agreement Shares pursuant to the Offer and the Merger. The Company has taken all actions necessary to render Section 912 of the BCL to be inapplicable to such transactions and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)Shareholder Tender Agreements. This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement constitutes a valid due authorization, execution and binding obligation of delivery by the InvestorParent and the Purchaser, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy and bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors the enforcement of creditors' rights generally as at the time in effect and to by general principles of equity. Upon the execution and filing with the Secretary , regardless of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock whether such enforceability is considered in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company a proceeding in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equityequity or at law.

Authority Relative to this Agreement. The Subject only to the ------------------------------------ approval of the Company's stockholders described below, the Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, the Stock Option Agreement and any other agreement each instrument required hereby to be entered into executed and delivered by it at the Closing and to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement, the Stock Option Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject only to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby Merger by the requisite Company's stockholders under the DGCL and the Company Charter by the affirmative vote of the holders of a majority of outstanding shares of Company Common Stock). This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company, Company and, assuming this Agreement constitutes a valid and binding obligation of the Investordue authorization, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (delivery by Parent and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation")Merger Sub, and upon issuance of the Warrant such instruments will as applicable, constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has determined that it is advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon the terms and subject to applicable bankruptcy the conditions of this Agreement, and other laws affecting creditors rights generally has recommended that the Company's stockholders approve and to general principles of equityadopt this Agreement and the Merger.

Authority Relative to this Agreement. The Subject to the approval and adoption of this Agreement by the Company's stockholders, the Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) Transactions have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated Transactions (other than than, with respect to the Merger, the approval and adoption of this Agreement and the transactions contemplated hereby by the requisite holders of a majority of the then-outstanding shares of Company Class A Common Stock, if and to the extent required by applicable law, and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy and other bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors creditors' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Upon The Company Board has approved this Agreement, the execution Voting Agreements and filing with the Secretary of State of Delaware (Transactions and acceptance for filingsuch approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the Certificate of Designation for DGCL shall not apply to the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance Merger or any of the Warrant such instruments will constitute legal, valid and binding obligations Transactions. To the knowledge of the Company, enforceable against no other state takeover statute is applicable to the Company in accordance with there terms, subject to applicable bankruptcy and Merger or the other laws affecting creditors rights generally and to general principles of equityTransactions.

Authority Relative to this Agreement. The Each of the Company and Holdings has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and and, subject to receiving the Requisite Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)Transactions. The execution and delivery of this Agreement by each of the Company and Holdings and the consummation by each of the Company and Holdings of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) Transactions have been duly and validly authorized by the Board of Directors of the Companyall necessary corporate action, and no other corporate proceedings on the part of the Company or Holdings are necessary to authorize this Agreement or to consummate the transactions so contemplated Transactions (other than than, with respect to the Mergers, the Requisite Company Stockholder Approval, which the Written Consent shall satisfy, the approval and adoption of this Agreement and the transactions contemplated hereby by the requisite holders of a majority of the then outstanding shares of Holdings Common StockStock and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company, Company and Holdings and, assuming this Agreement the due authorization, execution and delivery by SPAC and Merger Sub, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid Company and binding agreement of the CompanyHoldings, enforceable against the Company and Holdings in accordance with its terms, subject to except as limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting creditors enforcement of creditors’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and to general principles of equity. Upon the execution Transactions, and filing with such approvals are sufficient so that the Secretary of State of Delaware (and acceptance for filing) restrictions on business combinations set forth in Section 203 of the Certificate of Designation for DGCL shall not apply to the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation")Mergers, and upon issuance this Agreement, any Ancillary Agreement or any of the Warrant such instruments will constitute legal, valid and binding obligations other Transactions. To the knowledge of the Company, enforceable against no other state takeover statute is applicable to the Company in accordance with there terms, subject to applicable bankruptcy and Mergers or the other laws affecting creditors rights generally and to general principles of equityTransactions.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Companyall necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of the Merger and this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock and Company Preferred Stock (voting on an as-converted basis) entitled to vote in accordance with the DGCL and the Company's Certificate of Incorporation and By-Laws, and the filing of the Certificate of Merger pursuant to DGCL). The Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's shareholders for the Company to enter into, and to consummate the transactions contemplated hereby by by, this Agreement upon the requisite holders terms and subject to the conditions of outstanding shares of Common Stock)this Agreement. This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by GT and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be subject to applicable bankruptcy and (i) bankruptcy, insolvency, reorganization or other similar laws affecting creditors or relating to enforcement of creditors' rights generally and to (ii) general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equityequitable principles.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company, including such authorization by each of the Company Boards, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions so contemplated (other than hereby. Except for the approval vote of the Company Shareholders to approve the Post-Closing Reorganization, no vote of, or consent by, the holders of any class or series of capital stock or Voting Debt issued by the Company is necessary to authorize the execution and delivery by the Company of this Agreement and or the consummation by it of the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)hereby. This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by the Buyer, constitutes a valid legal and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its terms, subject except to applicable bankruptcy the extent that (i) enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors rights generally and to 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. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance (iii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equitycourt before which any proceeding therefor may be brought.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, the Option Agreement and any the documents contemplated hereby or thereby or executed in connection herewith or therewith to which the Company is a party (the Option Agreement and such other agreement required agreements and documents, collectively, the "Ancillary Documents"), to be entered into perform its obligations hereunder and thereunder and, subject to adoption of this Agreement by the Required Company Vote (as defined in Section 4.13), if required by applicable Laws, to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCLTransactions") and applicable NASDAQ rules). The execution and delivery of this Agreement and any Ancillary Document by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) Transactions have been duly and validly authorized by the Board of Directors of the Company, all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any Ancillary Document or to consummate the transactions so contemplated Transactions (other than (i) the approval of this Agreement Required Company Vote, if required by applicable Laws, and (ii) the transactions contemplated hereby by the requisite holders of outstanding shares of Common StockMerger Filing). This Agreement has and any Ancillary Document have each been or will be duly and validly executed and delivered by the Company, Company and, assuming this Agreement constitutes a the due authorization, execution and delivery thereof by the Parent and Merger Sub, constitute or will constitute the legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its their respective terms, subject except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to applicable bankruptcy and other laws affecting creditors rights generally and to by general equitable principles (regardless of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock whether such enforceability is considered in the form of Exhibit A hereto (the "Certificate of Designation"a proceeding in equity or at law), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has all requisite full corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Company's Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions so contemplated (other than the approval adoption of this Agreement by the stockholders of the Company in accordance with the DGCL and the transactions contemplated hereby by Certificate of Incorporation and By-Laws of the requisite holders of outstanding shares of Common StockCompany). This Agreement has been duly and validly executed and delivered by the Company, and, assuming subject insofar as Article II of this Agreement constitutes a valid is concerned to the approval and binding obligation adoption of this Agreement by the stockholders of the InvestorCompany, this Agreement constitutes a the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject except to the extent that enforceability thereof may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other laws affecting creditors the enforcement of creditors' rights generally and to general by principles of equityequity regarding the availability of remedies. Upon The Company and its Board of Directors have approved this Agreement and the execution Stockholder Agreement and filing with the Secretary transactions contemplated hereby and thereby, including, without limitation, the Offer, the Merger and the agreements by the Selling Stockholders to tender their Shares, and the Company and the Board of State of Delaware (and acceptance for filing) Directors have taken all steps necessary to render Section 203 of the Certificate DGCL inapplicable to this Agreement, the Stockholder Agreement and the transactions contemplated hereby and thereby, including without limitation, the Merger, the Offer (regardless of Designation for whether this Agreement is terminated) and the Preferred Stock in agreements by the form Selling Stockholders to tender their Shares (regardless of Exhibit A hereto (the "Certificate of Designation"whether this Agreement is terminated), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and any other agreement required each Ancillary Agreement that the Company has executed or delivered or is to be entered into execute or deliver pursuant to this Agreement, and (ii) carry out the Company’s obligations hereunder and thereunder and, subject to the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and including the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rulesMerger). The execution and delivery of this Agreement by the Company has 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 its stockholders as required by the Charter Documents of the Company). The consummation by the Company of the transactions contemplated hereby (includingincluding the Merger) has been, without limitationor will be, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the CompanyCompany (including the approval by its board of directors and, and no prior to the Closing, its stockholders as required by the DGCL). No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)hereby. This Agreement and each Ancillary Agreement to which it is a party has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery thereof by the other parties hereto or thereto, constitutes a valid the legal and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors the enforcement of creditors’ rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to by general principles of equity.

Authority Relative to this Agreement. The Company Inprise has all requisite full corporate power and authority to execute and deliver enter into this Agreement and any other agreement required and, subject to be entered into obtaining the Inprise Shareholders' Approval (as defined in Section 6.03(b)), to perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. On or prior to the date hereof, the execution, delivery and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery performance of this Agreement by the Company Inprise and the consummation by the Company Inprise of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized approved by the Board of Directors of Inprise, the CompanyBoard of Directors of Inprise has recommended adoption of this Agreement by the shareholders of Inprise and directed that this Agreement be submitted to the shareholders of Inprise for their consideration, and no other corporate proceedings on the part of the Company Inprise or its shareholders are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval execution, delivery and performance of this Agreement by Inprise and the consummation by Inprise of the transactions contemplated hereby by hereby, other than obtaining the requisite holders of outstanding shares of Common Stock)Inprise Shareholders' Approval. This Agreement has been duly and validly executed and delivered by the Company, Inprise and, assuming this Agreement due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a valid and binding obligation of the Investorlegal, this Agreement constitutes a valid and binding agreement of the Company, Inprise enforceable against the Company Inprise in accordance with its terms, subject to applicable bankruptcy and except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors the enforcement of creditors' rights generally and to by general equitable principles (regardless of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock whether such enforceability is considered in the form of Exhibit A hereto (the "Certificate of Designation"a proceeding in equity or at law), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into perform its obligations hereunder and and, to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and including the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rulesMerger). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, including the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion SharesMerger) 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 Directors, subject in all cases to the satisfaction of the Companyterms and conditions of this Agreement, including the conditions set forth in Article VI but excluding the Written Consent, which is being delivered simultaneously with the execution and delivery hereof), and no other corporate proceedings on the part of the Company are necessary (other than the Written Consent) to authorize this Agreement or to consummate the transactions so contemplated (other than hereby pursuant to Applicable Law and the approval terms and conditions of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)Agreement. This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery thereof by the other parties hereto, constitutes a valid the legal and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors the enforcement of creditors’ rights generally and to by general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) The action by written consent of the Certificate shareholders of Designation the Company (the “Written Consent”) to approve and adopt this Agreement and the transactions contemplated hereby is the only consent or approval by, or vote of, the holders of any class or series of share capital of the Company necessary for the Preferred Stock in Company to adopt this Agreement and the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equitytransactions contemplated hereby.

Authority Relative to this Agreement. The Subject only to the approval of the Company's stockholders described below, the Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, the Stock Option Agreement and any other agreement each instrument required hereby to be entered into executed and delivered by it at the Closing and to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement, the Stock Option Agreement and each instrument required hereby to be executed and delivered at the Closing by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, and no other all necessary corporate proceedings action on the part of the Company are necessary Company, subject only to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby Merger by the requisite Company's stockholders under the DGCL and the Company Charter by the affirmative vote of the holders of a majority of outstanding shares of Company Common Stock). This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by the Company, Company and, assuming this Agreement constitutes a valid and binding obligation of the Investordue authorization, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (delivery by Parent and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation")Merger Sub, and upon issuance of the Warrant such instruments will as applicable, constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). The Board of Directors of the Company has determined that it is advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon the terms and subject to applicable bankruptcy the conditions of this Agreement, and other laws affecting creditors rights generally has recommended that the Company's stockholders approve and to general principles of equityadopt this Agreement and the Merger.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required the Company Stock Option Agreement, and, subject to be entered into obtaining the necessary approvals of the Company's stockholders, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)thereby. The execution and delivery of this Agreement and the Company Stock Option Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) thereby have been duly and validly authorized by the Board of Directors of the Company, all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Company Stock Option Agreement or to consummate the Merger and the other transactions so contemplated (other than with respect to approval of the approval Merger and adoption of this Agreement by the Company's stockholders by the affirmative vote of a majority of all the votes entitled to vote on the matter (the "Company Stockholders' Vote"), and the transactions contemplated hereby filing and acceptance of the Certificate of Merger as required by the requisite holders of outstanding shares of Common StockDGCL). This Agreement has and the Company Stock Option Agreement have been duly and validly executed and delivered by the Company, Company and, assuming this Agreement constitutes a valid and binding obligation of the Investordue authorization, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (delivery by Parent and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation")Merger Sub, and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there their respective terms, subject except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to applicable bankruptcy and other fraudulent transfers), reorganization, moratorium or similar laws affecting creditors enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equityequity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The Company has all the requisite corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Companyrequisite corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval adoption of this Agreement and the transactions contemplated hereby by the requisite holders of at least a majority of the outstanding shares of Company Common StockStock entitled to vote in accordance with the DGCL and the Company's Certificate of Incorporation and By-Laws). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by the Purchaser, as applicable, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy except as such enforceability may be limited or affected by (i) bankruptcy, insolvency, reorganization, moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other similar laws (including, without limitation, court decisions) now or hereafter in effect and affecting the rights and remedies of creditors rights 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 to injunctive relief, and (iii) general principles of equity. Upon the execution and filing with the Secretary equity (regardless of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock whether such remedies are sought in the form of Exhibit A hereto (the "Certificate of Designation"a proceeding in equity or at Law), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company Purchaser has all requisite full corporate power and authority to execute and deliver this Agreement Agreement, the Subordinated Note and any each other agreement required Ancillary Agreements to be entered into which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)thereby. The execution and delivery by Purchaser of this Agreement by Agreement, the Company Subordinated Note and each other Ancillary Agreements to which it is a party and the consummation by the Company Purchaser of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) thereby have been duly and validly authorized by the Board all necessary corporate action of Directors of the Company, Purchaser and no other corporate proceedings action on the part of the Company are necessary Purchaser is required to authorize this Agreement or to consummate the transactions so contemplated (other than the approval execution, delivery and performance of this Agreement Agreement, the Subordinated Note and each other Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)and thereby. This Agreement has Agreement, the Subordinated Note and each other Ancillary Agreements to which Purchaser is or will become a party have been or will be, as applicable, duly and validly executed and delivered by the Company, Purchaser and, assuming this Agreement the due authorization, execution and delivery hereof (and in the case of Ancillary Agreements to which the Company and/or a Seller is a party, thereof) by, and enforceability against, the Company and/or a Seller, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the CompanyPurchaser, enforceable against the Company it in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to applicable bankruptcy and other laws affecting creditors the enforcement of creditors' rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to by general principles of equity.

Authority Relative to this Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approval of its shareholders and any Optionholders and the approval of the Controller of Restrictive Trade Practices as referred to in Section 3.5(b)(vi) hereof (and other agreement required to be entered into hereunder and requisite governmental approvals, if any), to consummate the Agreement, the Arrangement and the other transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Arrangement and other transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Arrangement or other transactions so contemplated hereby (other than the approval and adoption of this Agreement and the transactions contemplated hereby Arrangement by the Company's shareholders, approval and adoption of the Arrangement by the Optionholders, the issuance of the Final Court Order, the approval of the Controller of Restrictive Trade Practices as set forth in Section 3.5(b)(vi) hereof and other requisite holders of outstanding shares of Common Stockgovernmental approvals, if any). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement constitutes a valid the due authorization, execution and binding obligation of the Investordelivery hereof by Buyer, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors the enforcement of creditors' rights generally and to by general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equityequitable principles.

Authority Relative to this Agreement. The Company has all requisite the necessary corporate power and authority to execute enter into this Agreement and, subject to the filing of the Merger Certificate as required by Mississippi Law and deliver approval of the stockholders as required by Mississippi Law, to carry out its obligations hereunder. The Company has the necessary competency, power and authority to enter into this Agreement and any other agreement required to be entered into hereunder and to consummate carry out the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, and no other all necessary corporate proceedings action on the part of the Company are necessary and subject to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of the stockholders and, subject to the filing of the Merger Certificate as required by Mississippi Law, no other corporate proceeding is necessary for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)hereby. This Agreement has been duly and validly executed and delivered by the Company, Company and subject to the approval of the stockholders and, assuming the due authorization, execution and delivery of this Agreement by Parent and Buyer, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid Company and binding agreement of the CompanyStockholders, enforceable against the Company each in accordance with its terms, except that the enforceability hereof may be subject to (a) applicable bankruptcy bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors’ rights generally, and other laws affecting creditors rights generally and to (b) the general principles of equity (regardless of whether enforceability is considered at a proceeding at law or in equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated hereby (other than than, with respect to the approval Merger, the adoption of this Agreement and the transactions contemplated hereby by the requisite holders of a majority of the aggregate voting power of the issued and outstanding shares of Common the Class A Stock, the Class B Stock and the Class C Stock, voting together as a single class (the "Company Stockholder Approval"), and the filing and recordation of appropriate merger documents as required by, and in accordance with, the DGCL). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by the other parties hereto, constitutes a the legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors rights generally and to by general principles of equity. Upon The Company represents and warrants that the execution and filing with the Secretary of State of Delaware (and acceptance for filing) limitations upon business combinations set forth in Section 203 of the Certificate of Designation for DGCL ("Section 203") are not applicable to this Agreement, the Preferred Stock in Merger and the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equitytransactions contemplated by this Agreement.

Authority Relative to this Agreement. (a) The Company has all the requisite corporate power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and and, subject to obtaining the Company Requisite Vote, to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, all necessary corporate action and no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize this Agreement or to consummate the transactions so contemplated (other than (i) the approval of this Agreement and the transactions contemplated hereby Merger by the requisite affirmative vote of the holders of at least a majority of the outstanding shares of Sizeler Common StockStock entitled to vote thereon (the “Company Requisite Vote”) and (ii) with respect only to conversion of Series B Preferred Stock into the right to receive the Series B Cash Consideration, the Series B Merger Approval). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery hereof by Acquiror and Merger Sub, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors creditors’ rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation")generally, and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company general equitable principles (whether considered in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equitya proceeding in equity or at law).

Authority Relative to this Agreement. The Each Selling Company has all the requisite corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this hereby. This Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement by the Company and the consummation by the each Selling Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board board of Directors directors of STS and of each of the CompanySelling Companies and the shareholders of each Selling Company other than STS, and no other corporate proceedings on the part of the each Selling Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (hereby, other than than, with respect to the Purchase, the approval of the Purchase and this Agreement by holders of Outstanding Shares in accordance with the MBCA. The board of directors of each Selling Company has determined this Agreement and the transactions contemplated hereby are fair to and in the best interest of the shareholders of each Selling Company and have recommended the approval and adoption of this Agreement by the requisite holders shareholders of outstanding shares of Common Stock)each Selling Company. This Agreement has been duly and validly executed and delivered by the Company, Selling Companies and, assuming this Agreement constitutes a the valid and binding obligation agreement of Parent and Newco, constitutes the Investor, this Agreement constitutes a valid and binding agreement of the CompanySelling Companies, enforceable against the Company Selling Companies in accordance with its terms, subject except that such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to applicable bankruptcy and other laws affecting creditors creditors’ rights generally and to (ii) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). Upon Neither STS nor any of the execution and filing with the Secretary of State of Delaware (and acceptance for filingother Selling Companies is an “investment company,” as such term is defined in Section 3(a) of the Certificate Investment Company Act of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity1940.

Authority Relative to this Agreement. The Company Each of Parent and Acquisition has all requisite necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and any other agreement required to be entered into hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board Boards of Directors of Parent and Acquisition and, prior to the CompanyClosing Date, will be duly and validly authorized by Parent as the sole shareholder of Acquisition. Without limiting the generality of the foregoing, Acquisition’s Board of Directors, at a meeting duly called and held, has unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the other transactions to be entered into by Acquisition, as contemplated by this Agreement, and no other corporate proceedings on (ii) concluding, after taking into account the part financial condition of the merging companies, that in its opinion, there is no reasonable suspicion that the Surviving Company are necessary will not be able to authorize this Agreement or pay its debts to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)its creditors. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition and constitutes, assuming the due authorization, execution and delivery hereof by the Company, anda valid, assuming this Agreement constitutes a valid and binding obligation of the Investor, this Agreement constitutes a valid legal and binding agreement of the Company, each of Parent and Acquisition enforceable against the Company each of Parent and Acquisition in accordance with its terms, subject to any applicable bankruptcy and other bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors now or hereafter in effect relating to creditors’ rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and or to general principles of equity.

Authority Relative to this Agreement. The Company has all requisite corporate necessary limited liability company power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and any other agreement required each Ancillary Agreement that the Company has executed or delivered or is to be entered into execute or deliver pursuant to this Agreement, and (ii) carry out the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and including the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rulesMerger). The execution and delivery of this Agreement and each Ancillary Agreement that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, including the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion SharesMerger) have been been, or will be, duly and validly authorized by all necessary limited liability company action on the Board of Directors part of the CompanyCompany (including the approval by its board of managers and, prior to the Closing, any approval of its members as required by the Delaware Laws and its Charter Documents), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or such Ancillary Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)or thereby. This Agreement and each Ancillary Agreement that the Company has been executed or delivered or is to execute or deliver pursuant to this Agreement has been, or will be, duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery thereof by the other parties hereto or thereto, constitutes a valid the legal and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors the enforcement of creditors’ rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to by general principles of equity.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (hereby, other than the approval of this Agreement by the holders of not less than a two-thirds majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the NHBCA and the Company Charter and the Company By-Laws (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary (under the Company Charter and the Company By-Laws, the NHBCA, other applicable law or otherwise) to approve this Agreement and the Merger. The Board of Directors of the Company (the “Company Board”) has adopted this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)hereby. This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by Acquirer and Acquisition Subsidiary, as applicable, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, subject except to applicable bankruptcy the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights and other laws affecting creditors rights generally and to general by the effect of the principles of equity. Upon the execution and filing with the Secretary equity (regardless of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock whether enforceability is considered in the form of Exhibit A hereto (the "Certificate of Designation"a proceeding in equity or at law), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has all requisite ------------------------------------ corporate power and authority to enter into this Agreement and any agreement or document contemplated hereby and, upon the requisite approval of its shareholders, the Company will have all requisite corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement hereby; and the transactions contemplated hereby by Company has the requisite holders power and authority to sell, transfer, convey, assign and deliver to Buyer all right, title and interest to all of outstanding shares the Purchased Assets under this Agreement, free and clear of Common Stock in accordance with the Delaware General Corporation Law all liens, claims, encumbrances, charges, liabilities or obligations of every kind and nature whatsoever including, without limitation, tax liens, except those assumed by Buyer hereunder (the collectively "DGCLLiens") and applicable NASDAQ rules). The execution and delivery of this Agreement Agreement, and any agreement or document contemplated hereby, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement, and all agreements or documents contemplated hereby, have been duly executed and delivered by the Company and the consummation by obligations imposed on the Company of by this Agreement, or by any agreement or document contemplated hereby, constitute the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities valid and the issuance binding obligations and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part agreements of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock). This Agreement has been duly and validly executed and delivered by the Company, and, assuming this Agreement constitutes a valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, terms except: (i) that such enforcement may be subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor's rights; and (ii) that the remedy of specific performance and injunctive and other laws affecting creditors rights generally forms of equitable relief, may be subject to equitable defenses and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) discretion of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equitycourt before which any proceeding therefor may be brought.

Authority Relative to this Agreement. The Company has all requisite full corporate power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. The Company's board of directors and thereby (subject to approval its shareholders have approved this Agreement. The execution and delivery by the Company of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement by Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby (includingand thereby, without limitation, the issuance of the Purchased Securities and the issuance performance by the Company of its obligations hereunder and reservation for issuance of the Conversion Shares) thereunder, have been duly and validly authorized by all necessary action (including action by the Board board of Directors directors and the shareholders of the Company), and no other corporate proceedings on the part of the Company are necessary action is required to authorize this Agreement or to consummate the transactions so contemplated (other than the approval execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)and thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by the CompanyCompany and each constitutes or will constitute, andas applicable, assuming this Agreement constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar Laws relating to applicable bankruptcy and other laws affecting creditors the enforcement of creditors' rights generally and to by general principles of equity. Upon The Company has convened a Company Meeting in accordance with and in compliance with all applicable laws, the execution and filing with the Secretary of State of Delaware (and acceptance for filing) constating documents of the Certificate of Designation for Company and all agreements between the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations shareholders of the Company, enforceable against and the Company Special Resolution has been approved in accordance with there termsSection 5.1(c). The notice for the Company Meeting was prepared and delivered in compliance with the BCA, subject the Company's constating documents and all agreements between the shareholders of the Company and included (i) a summary of this Agreement; and (ii) a statement that a Dissenting Shareholder is entitled to applicable bankruptcy and other laws affecting creditors rights generally and to general principles be paid the fair value of equitythe Company Shares in accordance with Section 185 of the BCA.

Authority Relative to this Agreement. The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and and, subject to receiving the Company Stockholder Approval (including the approval of the Requisite Preferred Majority with respect to the Conversion), to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) Transactions have been duly and validly authorized by the Board of Directors of the Companyall necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated Transactions (other than than, (a) with respect to the Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, (b) with respect to the Conversion, the approval of this Agreement the Requisite Preferred Majority, and (c) and the transactions contemplated hereby filing and recordation of appropriate merger documents as required by the requisite holders of outstanding shares of Common StockDGCL). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by InterPrivate and Merger Sub, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting creditors enforcement of creditors’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and to general principles of equity. Upon the execution Transactions, and filing with such approvals are sufficient so that the Secretary of State of Delaware (and acceptance for filing) restrictions on business combinations set forth in Section 203 of the Certificate of Designation for DGCL shall not apply to the Preferred Stock in Merger, this Agreement, the form of Exhibit A hereto (the "Certificate of Designation")Stockholder Support Agreement, and upon issuance any Ancillary Agreement or any of the Warrant such instruments will constitute legal, valid and binding obligations other Transactions. To the knowledge of the Company, enforceable against no other state takeover statute is applicable to the Company in accordance with there terms, subject to applicable bankruptcy and Merger or the other laws affecting creditors rights generally and to general principles of equityTransactions.

Authority Relative to this Agreement. The Company has all requisite full corporate power and authority to execute and deliver this Agreement and any the other agreement required agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreements”) to be entered into which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (subject to approval thereby. The Company’s board of directors has approved this Agreement and declared its advisability. The execution and delivery by the Company of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement by Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the transactions contemplated hereby (includingand thereby, without limitation, the issuance of the Purchased Securities and the issuance performance by the Company of its obligations hereunder and reservation for issuance of the Conversion Shares) thereunder, have been duly and validly authorized by all necessary action by the Board board of Directors directors of the Company, and no other corporate proceedings action on the part of the board of directors of the Company are necessary is required to authorize this Agreement or to consummate the transactions so contemplated (other than the approval execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Company is or will become a party and the consummation by the Company of the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)and thereby. This Agreement has and the Ancillary Agreements to which the Company is or will become a party have been or will be, as applicable, duly and validly executed and delivered by the CompanyCompany and each constitutes or will constitute, andas applicable, assuming this Agreement constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to applicable bankruptcy and other laws affecting creditors the enforcement of creditors’ rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to by general principles of equity.

Authority Relative to this Agreement. The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement and any the other agreement required Transaction Documents to which it is or will at the Closing be entered into a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Member Approval, to consummate the transactions contemplated hereby Transactions. The execution and thereby (subject to approval delivery by the Company of this Agreement and the transactions contemplated hereby by other Transaction Documents to which it is or will at the requisite holders of outstanding shares of Common Stock in accordance with Closing be a party, the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) Transactions have been duly and validly authorized by the Board of Directors of the Companyall necessary limited liability company action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)Transactions. This Agreement has been been, and the other Transaction Documents to which the Company is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by the other party or parties thereto, constitutes (or will then constitute) a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as limited by applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting creditors enforcement of creditors’ rights generally and to generally, by general equitable principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"“Remedies Exceptions”). The Company Board Approval and Company Member Approval are sufficient to approve this Agreement, the Lock-Up Agreements, any other Ancillary Agreements and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations other Transactions. To the knowledge of the Company, enforceable against no state takeover statute other than Section 18-209 is applicable to the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equityTransactions.

Authority Relative to this Agreement. The execution, delivery and performance (subject, with respect to the Merger, to obtaining the Company has Stockholder Approval) of this Agreement and of all requisite of the other documents and instruments required hereby by the Company are within the corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into hereunder and to consummate of the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)Company. The execution and delivery of this Agreement by and the Ancillary Documents to which the Company is a party and the consummation by the Company of the transactions contemplated hereby (includingand thereby, without limitationincluding the Merger, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents to which the Company is a party or to consummate the transactions so contemplated hereby and thereby, including the Merger (other than than, with respect to the approval Merger, (a) receipt of this Agreement the Company Stockholder Approval and (b) the transactions contemplated hereby by filing of the requisite holders Certificate of outstanding shares Merger with the Secretary of Common StockState of the State of Delaware). This Agreement has and the Ancillary Documents to which the Company is a party have been or will be duly and validly executed and delivered by the CompanyCompany and (assuming the due authorization, andexecution and delivery hereof and thereof by Parent and Merger Subsidiary) constitute or, assuming this Agreement constitutes a in the case of the Ancillary Documents, will constitute valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, subject except to the extent that their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other laws Laws affecting creditors the enforcement of creditors’ rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equityor by equitable principles.

Authority Relative to this Agreement. The Company has all the requisite corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this hereby. This Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (hereby, other than than, with respect to the Merger, the approval of the Merger and this Agreement by holders of the Outstanding Shares in accordance with the MBCA. The Board of Directors of the Company has determined this Agreement and the transactions contemplated hereby are fair to and in the best interest of the holders of the Outstanding Shares and has recommended the approval and adoption of this Agreement by the requisite holders of outstanding shares of Common Stock)Company’s Shareholders. This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement constitutes a the valid and binding obligation agreement of Parent and Newco, constitutes the Investor, this Agreement constitutes a valid and binding agreement of the Company, and each of the ancillary agreements relating hereto to which the Company is a party has been duly authorized by the Company, and upon execution and delivery by the Company shall be enforceable against the Company in accordance with its terms, subject except that such enforceability may be limited in each case by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to applicable bankruptcy and other laws affecting creditors creditors’ rights generally and to (ii) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filingThe Company is not an “investment company,” as such term is defined in Section 3(a) of the Certificate Investment Company Act of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity1940.

Authority Relative to this Agreement. The Company has all requisite full corporate power and authority to (a) execute and deliver this Agreement and any other agreement required to be entered into hereunder and to consummate (b) assuming the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby Merger by the requisite holders Required Company Stockholder Vote on the Company Record Date at the Company Special Meeting or any adjournment or postponement of outstanding shares of Common Stock such meeting in accordance with Delaware Law and the Delaware General Corporation Law (Bylaws of the "DGCL") Company, consummate the Merger and applicable NASDAQ rules)the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Agreement, and the consummation by the Company of the Merger and the other transactions contemplated hereby (includingby this Agreement, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board required vote of Directors the board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions so contemplated by this Agreement (other than than, with respect to the Merger, the approval of this Agreement the Merger by the Required Company Stockholder Vote on the Company Record Date at the Company Special Meeting or any adjournment or postponement of such meeting in accordance with the Delaware Law and the transactions contemplated hereby by Bylaws of the requisite holders Company and the and the filing of outstanding shares the Certificate of Common StockMerger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement constitutes a valid due authorization, execution and binding obligation of the Investordelivery by Buyer and Merger Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject except to the extent that its enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors the enforcement of creditors' rights generally and to or by general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equityequitable principles.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, subject to the issuance satisfaction of the Purchased Securities and the issuance and reservation for issuance of the Conversion Sharesconditions to consummation set forth herein) have been duly and validly authorized by the Board of Directors of the Company, all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval and adoption of this Agreement and the transactions contemplated hereby Merger by the requisite holders of at least a majority of the outstanding shares of the Company Common StockStock entitled to vote in accordance with California Law and the Company's Articles of Incorporation and By-Laws). The Board of Directors of the Company has determined that it is advisable and in the best interest of the Company's shareholders for the Company to enter into a business combination with Parent upon the terms and subject to the conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by Parent and Merger Sub, as applicable, constitutes a the legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, terms (subject to applicable bankruptcy stockholder approval, as aforesaid), except as the enforceability thereof may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the rights and other laws affecting remedies of creditors rights generally generally, and to (ii) the effect of general principles of equity. Upon , whether enforcement is considered in a proceeding in equity or at law, and the execution and filing with the Secretary of State of Delaware (and acceptance for filing) discretion of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equitycourt before which any proceeding therefor may be brought.

Authority Relative to this Agreement. The Company Except for such authorization as is required by the Bankruptcy Court and receipt of any Regulatory Approvals, each Seller has all requisite corporate power power, authority and authority legal capacity to (a) execute and deliver this Agreement, (b) execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement and any other agreement required or to be entered into executed by Sellers in connection with the consummation of the transactions contemplated by this Agreement (the “Sellers’ Documents”), and (c) perform its obligations hereunder and to thereunder and consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)thereby. The execution and delivery of this Agreement by and the Company Sellers’ Documents, and the consummation by the Company of the transactions contemplated hereby (includingand thereby, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, and no other corporate proceedings all requisite action on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)Sellers. This Agreement has been been, and at or prior to the Closing, each of the Sellers’ Documents will be, duly and validly executed and delivered by each Seller and (assuming the Companydue authorization, and, assuming execution and delivery by the Purchaser of this Agreement constitutes a valid and binding obligation the entry of the Investor, Sale Order) this Agreement constitutes a valid constitutes, and binding agreement each of the CompanySellers’ Documents when so executed and delivered will constitute, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Companyeach Seller, enforceable against the Company each Seller in accordance with there its respective terms, subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Bankruptcy Exceptions”).

Authority Relative to this Agreement. The Company has all requisite corporate necessary power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated herein (other than than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares and the transactions contemplated hereby filing of appropriate merger documents as required by the requisite holders of outstanding shares of Common StockGeorgia Code). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy and other bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors creditors' rights generally and subject, as to enforceability, to the effect of general principles of equityequity (regardless of whether such enforceability is considered in proceedings in equity or at law). Upon The only action required to be taken by the execution and filing with the Secretary stockholders of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject order to applicable bankruptcy and other laws affecting creditors rights generally and consummate the Merger is the adoption of this agreement by the affirmative vote of a majority of the outstanding shares of Common Stock entitled to general principles of equityvote thereon.

Authority Relative to this Agreement. The Company Subject to the CAG Shareholder Approval and Section 3.05(b), each of the Companies has all requisite necessary corporate power and authority to to: (i) execute and deliver this Agreement and any other agreement required each Transaction Document that such Company has executed or delivered or is to be entered into execute or deliver and (ii) perform such Company’s obligations hereunder and to thereunder and consummate the transactions contemplated hereby and thereby Transactions (subject to approval of this Agreement and including the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rulesAcquisition). The execution and delivery of this Agreement by the Company Companies and the consummation by the Company Companies of the transactions contemplated hereby Transactions (including, without limitation, including the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion SharesAcquisition) have been been, or will be, duly and validly authorized by all necessary corporate action on the Board of Directors part of the CompanyCompanies (including, as of the date of this Agreement, approval by their respective boards of directors and stockholders as required by the DGCL and the Companies Ordinance (Chapter 622 of the laws of Hong Kong), as applicable, and, prior to the Closing, approval by the shareholders of CAG) and, other than the CAG Shareholder Approval, no other corporate proceedings on the part of the any Company are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)Transactions. This Agreement has been duly and validly executed and delivered by each of the Company, Companies and, assuming this Agreement the due authorization, execution and delivery thereof by the other Parties, constitutes a valid the legal and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement each of the CompanyCompanies, enforceable against each of the Company Companies in accordance with its terms, subject to applicable bankruptcy and except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws now or hereafter in effect affecting creditors the enforcement of creditors’ rights generally and to by general principles of equity. Upon Except as set forth in Schedule 3.04, to the execution and filing with the Secretary of State of Delaware (and acceptance for filing) knowledge of the Certificate of Designation for Companies, no takeover statute or any other similar restrictions are applicable to the Preferred Stock in Acquisition or the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equityTransactions.

Authority Relative to this Agreement. The Company has all the requisite corporate power and authority to execute and deliver this Agreement and any other agreement required to be acknowledge the voting agreements entered into hereunder in connection herewith (the “Voting Agreements”) and to consummate the transactions contemplated hereby and thereby (subject to approval of this hereby. This Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement by the Company Voting Agreements and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, by unanimous vote and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (hereby, other than than, with respect to the Merger, the approval of the Merger and this Agreement by holders of the Shares in accordance with the MBCA. The Board of Directors of the Company has unanimously determined this Agreement and the transactions contemplated hereby are fair to and in the best interest of the holders of the Shares and unanimously have recommended the approval and adoption of this Agreement by the requisite holders of outstanding shares of Common Stock)Company’s shareholders. This Agreement has and the Voting Agreements have been duly and validly executed and delivered by the Company, Company and, assuming this Agreement constitutes a the valid and binding obligation agreement of Parent and Newco, constitutes the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject except that such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to applicable bankruptcy and other laws affecting creditors creditors’ rights generally and to (ii) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law). Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filingThe Company is not an “investment company,” as such term is defined in Section 3(a) of the Certificate Investment Company Act of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity1940.

Authority Relative to this Agreement. (a) The Company has all requisite corporate power and authority authority, to execute enter into and to deliver this Agreement and any other agreement required to be entered into perform the obligations hereunder and to consummate the transactions contemplated hereby and, where applicable, other agreements (including the Ancillary Agreements (as defined herein)), instruments, certificates and thereby documents executed, or to be executed, by it pursuant to this Agreement (subject to approval such other agreements, instruments, certificates and documents, the "TRANSACTION DOCUMENTS"). The execution, delivery and performance of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement Transaction Documents to which it is a party by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by all necessary action, corporate or otherwise, on the Board of Directors part of the Company, Company and no other corporate or other proceedings on the part of the Company are is necessary to authorize this Agreement or the Transaction Documents or to consummate the transactions so contemplated hereby or thereby (other than the approval adoption of this Agreement by the holders of at least two-thirds of the outstanding shares of Company Capital Stock entitled to vote in accordance with Massachusetts Law and the Company's Articles of Organization and bylaws and the holders of at least two-thirds of the outstanding shares of the Company's Series A preferred stock). This Agreement has been, and the Transaction Documents to which it is a party at Closing will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and the transactions contemplated hereby Transaction Documents by the requisite holders of outstanding shares of Common Stock). This Agreement has been duly and validly executed and delivered by the Companyother parties hereto or thereto, and, assuming this Agreement constitutes a valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, Company enforceable against the Company it in accordance with there their respective terms, subject except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws now or hereafter in effect relating to applicable bankruptcy and other laws affecting creditors creditors' rights generally and to general principles of equity (regardless of whether enforceability is considered a proceeding at law or in equity).

Authority Relative to this Agreement. The Company has ------------------------------------ all requisite corporate necessary power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated herein (other than than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares and the transactions contemplated hereby filing of appropriate merger documents as required by the requisite holders of outstanding shares of Common StockGeorgia Code). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy and other bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors creditors' rights generally and subject, as to enforceability, to the effect of general principles of equityequity (regardless of whether such enforceability is considered in proceedings in equity or at law). Upon The only action required to be taken by the execution and filing with the Secretary stockholders of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject order to applicable bankruptcy and other laws affecting creditors rights generally and consummate the Merger is the adoption of this agreement by the affirmative vote of a majority of the outstanding shares of Common Stock entitled to general principles of equityvote thereon.

Authority Relative to this Agreement. (a) The Company has all the requisite corporate power and authority to execute and deliver this Agreement and any other agreement required Agreement, to be entered into perform its obligations hereunder and and, subject to obtaining the Company Requisite Vote, to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)hereby. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, all necessary corporate action and no other corporate proceedings on the part of the Company are necessary pursuant to the Charter or the MGCL to authorize this Agreement or to consummate the transactions so contemplated (other than (i) the approval of this Agreement and the transactions contemplated hereby Merger by the requisite affirmative vote of the holders of at least a majority of the outstanding shares of Sizeler Common StockStock entitled to vote thereon (the "Company Requisite Vote") and (ii) with respect only to conversion of Series B Preferred Stock into the right to receive the Series B Cash Consideration, the Series B Merger Approval). This Agreement has been duly and validly executed and delivered by the Company, Company and, assuming this Agreement the due authorization, execution and delivery hereof by Acquiror and Merger Sub, constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors creditors' rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation")generally, and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company general equitable principles (whether considered in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equitya proceeding in equity or at law).

Authority Relative to this Agreement. (a) The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required each of the Ancillary Agreements to be entered into which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (subject to other than the approval and adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby by the requisite holders stockholders of outstanding shares of Common Stock the Company in accordance with Georgia Law and the Delaware General Corporation Law Company Articles of Incorporation (the "DGCL") and applicable NASDAQ rules“Company Stockholders’ Action”). The execution and delivery of this Agreement and the Ancillary Agreements by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) thereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the transactions so contemplated (contemplated, other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)Company Stockholders’ Action. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by the Company, Company and, assuming the due authorization, execution and delivery of this Agreement constitutes a valid and binding obligation the Ancillary Agreements by each of the Investorother parties hereto and thereto, this Agreement constitutes a valid and binding agreement constitutes, or, in the case of the CompanyAncillary Agreements, enforceable against the Company in accordance with its termswill constitute, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there their respective terms, except to the extent such enforceability may be subject to applicable bankruptcy bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally and to or by general equitable principles (regardless of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The execution, delivery and performance (subject, if the Merger is not to be consummated pursuant to Section 3.7, to the approval of the Plan of Merger by the holders of more than two-thirds of the issued and outstanding shares of Company has Common Stock (the “Company Shareholder Approval”)) of this Agreement and of all requisite of the other documents and instruments required hereby by the Company and the consummation of the Merger Transactions are within the corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into hereunder and to consummate of the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules)Company. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger Transactions and of such other transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions so contemplated (Merger Transactions or the other than the approval of this Agreement and the transactions contemplated hereby by (other than, with respect to the requisite holders Merger, receipt of outstanding shares of Common Stockthe Company Shareholder Approval if the Merger is not to be consummated pursuant to Section 3.7). This Agreement has and all of the other documents and instruments required hereby have been or will be duly and validly executed and delivered by the CompanyCompany and (assuming the due authorization, and, assuming this Agreement constitutes a execution and delivery hereof and thereof by Parent and Merger Subsidiary) constitute or will constitute valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, subject except to the extent that their enforceability may be limited by applicable bankruptcy and bankruptcy, insolvency, reorganization or other laws Laws affecting creditors the enforcement of creditors’ rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equityor by equitable principles.

Authority Relative to this Agreement. The (a) Each Company has all requisite corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with and upon the Delaware General Corporation Law (the "DGCL") terms and applicable NASDAQ rules)conditions set forth herein. The execution and delivery of this Agreement by the each Company and the consummation by the each Company of the transactions contemplated hereby (includingTransactions, without limitationto which each Company is a party, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by all members of the Governing Board of Directors each Company and, subject to (i) obtaining the approval from each Company’s Company Equityholders in accordance with each Company’s Organizational Documents and (ii) the filing and recordation of appropriate documents related to the CompanyMergers as required by the DGCL, and OGCL and/or the OLLCA, as applicable, no other corporate proceedings on the part of the Companies or their respective Company Equityholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)Transactions. This Agreement has been duly and validly executed and delivered by the each Company, Parentco, and each Merger Sub, and, assuming this Agreement the due authorization, execution and delivery by Tastemaker, constitutes a legal, valid and binding obligation of the Investoreach Company, this Agreement constitutes a valid Parentco, and binding agreement of the Companyeach Merger Sub, enforceable against the Company each Company, Parentco, and each Merger Sub in accordance with its terms; provided, subject that the enforceability hereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to applicable bankruptcy and other laws or affecting creditors creditors’ rights generally and to by general principles of equity. Upon equity affecting the execution availability of specific performance and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto other equitable remedies (the "Certificate of Designation"“Enforceability Exceptions”), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has all requisite full corporate power and authority to execute and deliver this Agreement and any other agreement required the Ancillary Agreements to be entered into which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (subject to approval thereby. The execution and delivery by the Company of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement by Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby (includingand thereby, without limitation, the issuance of the Purchased Securities and the issuance performance by the Company of its obligations hereunder and reservation for issuance of the Conversion Shares) thereunder, have been duly and validly authorized by all necessary action by the Board of Directors and, to the extent required, the Vendors and otherwise as may be required by the Charter Documents of the Company, and no other corporate proceedings action on the part of the Company are necessary Board of Directors or the Vendors or any other party is required to authorize this Agreement or to consummate the transactions so contemplated (other than execution, delivery and performance by the approval Company of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)and thereby. This Agreement has and the 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, Company and, assuming this Agreement the due authorization, execution and delivery hereof (and, in the case of the Ancillary Agreements to which Buyer is a party, thereof) by Buyer, as applicable, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its respective terms, subject except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to applicable bankruptcy and other laws affecting creditors the enforcement of creditors’ rights generally and to general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to by general principles of equity.

Authority Relative to this Agreement. The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into hereunder and to consummate the Transaction and the other transactions contemplated hereby by this Agreement to be performed by it, subject only to the Required Company Vote. The board of directors of the Company (or a committee thereof) has duly and thereby (subject to approval validly authorized the execution, delivery and performance by the Company of this Agreement and approved the consummation by the Company of the Transaction and the other transactions contemplated hereby by this Agreement to be performed by it, and has (a) taken all corporate actions required to be taken by the requisite holders board of outstanding shares of Common Stock in accordance with directors for the Delaware General Corporation Law (the "DGCL") execution, delivery and applicable NASDAQ rules). The execution and delivery performance of this Agreement by the Company and the consummation by the Company of the Transaction and the other transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of this Agreement to be performed by the Company, (b) by resolution approved the Transaction, this Agreement and no the other transactions contemplated by this Agreement to be performed by the Company and (c) subject to Section 6.05(c), approved and adopted the Recommendation to Shareholders. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of approve this Agreement and the other transactions contemplated hereby by this Agreement to be performed by the requisite holders of outstanding shares of Common Stock)Company, or to adopt and consummate the Transaction in accordance with this Agreement, other than the Required Company Vote. This Agreement has and the Bermuda Amalgamation Agreement have been duly and validly executed and delivered by the CompanyCompany and (assuming due authorization, and, assuming execution and delivery by Parent and M&A Sub) this Agreement constitutes a valid and the Bermuda Amalgamation Agreement constitute valid, legal and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its termsexcept as may be limited by bankruptcy, subject insolvency, moratorium, fraudulent conveyance or other similar Laws affecting or relating to applicable bankruptcy and other laws affecting creditors enforcement of creditors’ rights generally and to by general principles of equity. Upon the execution and filing with the Secretary of State of Delaware (and acceptance for filing) of the Certificate of Designation for the Preferred Stock in the form of Exhibit A hereto equity (the "Certificate of Designation"“Enforceability Exceptions”), and upon issuance of the Warrant such instruments will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of equity.

Authority Relative to this Agreement. The Company has Boards of Directors of HNB and HNB Bank, respectively, have by all requisite corporate power and authority to execute and deliver this Agreement and any other agreement required to be entered into hereunder and to consummate the transactions contemplated hereby and thereby (subject to approval of action approved this Agreement and the transactions contemplated hereby Merger, and subject to HNB’s shareholders’ approval, they have authorized the execution and delivery hereof on behalf of such corporations by duly authorized officers and the requisite holders performance of their respective obligations hereunder. HNB, in its capacity as the holder of all of the outstanding shares of HNB Bank’s Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of Stock, has approved this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by the Board of Directors of the CompanyAgreement, and no other corporate proceedings further approval hereof is required by the shareholders of HNB Bank. Nothing in the Articles of Incorporation or Bylaws of HNB or in the Articles of Association or Bylaws of HNB Bank or in any agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in this Agreement) by or to which either entity is bound or subject would prohibit or inhibit either of such corporations from consummating this Agreement, and the Merger contemplated hereby on the part of the Company are necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval of this Agreement terms and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock)conditions herein contained. This Agreement has been duly and validly executed and delivered by the Company, and, assuming this Agreement HNB and HNB Bank and constitutes a legal, valid and binding obligation of the Investor, this Agreement constitutes a valid and binding agreement each of the Companythem, enforceable against the Company them in accordance with its terms, subject to applicable bankruptcy except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and other laws affecting creditors rights generally and to general principles of equity, regardless of whether asserted in equity or law. Upon the execution and filing with the Secretary Neither HNB nor HNB Bank is in default under nor in violation of State any provision of Delaware (and acceptance for filing) its Articles of the Certificate Incorporation or Articles of Designation for the Preferred Stock in the form Association, respectively, or its Bylaws or any promissory note, indenture or any evidence of Exhibit A hereto (the "Certificate of Designation")indebtedness or security therefor, and upon issuance of the Warrant such instruments will constitute legalor material lease, valid and binding obligations of the Companymaterial contract, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and or other laws affecting creditors rights generally and to general principles of equitymaterial commitment or agreement.