Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver, and perform its obligations under, this Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law. The execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated hereby and thereby 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 Merger or other transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general equitable principles.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver, and perform its obligations under, this Agreement and and, subject to obtaining the necessary approval of its stockholders, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law. The execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated hereby and thereby 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 Merger or other transactions contemplated hereby and thereby(other than approval by the Company's stockholders required by applicable law). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general equitable principles.

Authority Relative to this Agreement. The Company has the requisite full corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby hereby, and thereby the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required to authorize the execution, delivery and no other corporate proceedings on performance of this Agreement and the part consummation by the Company of the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby and therebyhereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, except to as the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting similar Laws relating to the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, deliver the Transaction Documents to which it is a party and to perform its obligations under, this Agreement thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement the Transaction Documents by Company and the consummation by Company of the Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board part of Directors of the Company Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement the Transaction Documents or to consummate the Merger or other transactions contemplated hereby and thereby. This Agreement The Sole Member of Company has approved the Transaction Documents and the transactions contemplated thereby and declared their advisability. The Transaction Documents to which Company is a party have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubBuyer, each constitutes constitute a legal, valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its their terms, except to the extent that its as enforceability against Company may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. The Board of Directors of the Company has declared the Merger advisable and the Company has the requisite corporate power and authority to approve, authorize, execute and deliver, and perform its obligations under, deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this This Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby 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 Merger or other transactions contemplated hereby (other than the approval of this Agreement and therebythe Merger by the stockholders of the Company in accordance with the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution valid and delivery hereof by binding agreement of Parent and Merger Sub, each constitutes a the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except subject, as to the extent that its enforceability may be limited by applicable enforceability, to bankruptcy, insolvency, reorganization, moratorium or reorganization and other laws of general applicability relating to or affecting the enforcement creditors' rights and to general principles of creditors rights generally or by general equitable principlesequity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and, subject to obtaining the approval of the stockholders of the Company of the Merger (if required), to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and other transactions contemplated hereby and 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 to consummate the Merger or transactions so contemplated, other transactions contemplated hereby than the adoption of this Agreement by holders of a majority of the outstanding shares of the Company Common Stock in accordance with Delaware Law and therebythe Company Charter Documents, if required (the “Requisite Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general equitable principles.

Authority Relative to this Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Company has the requisite full corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawthereby. The execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated hereby and thereby 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 Merger or other transactions contemplated hereby and therebyor thereby (other than, with respect to the Merger, the approval of Company's stockholders pursuant to Section 251(c) of the GCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubPurchaser, each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors creditors' rights generally or by general equitable or fiduciary principles.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute enter into this Agreement and deliver, all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations under, this Agreement hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawthereunder. The execution and delivery of this Agreement and by the consummation of the Merger and other transactions contemplated hereby and thereby have Company has been duly and validly authorized by the Board board of Directors directors of the Company and no other corporate proceedings of the Company on the part of the Company or the Shareholders are necessary to authorize this Agreement or to consummate and the Merger or other transactions contemplated hereby and therebyhereunder. This Agreement agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable by the Offeror against the Company in accordance with its terms, except subject to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting availability of equitable remedies and the enforcement of creditors creditors’ rights generally or generally. Except as disclosed in the Company Disclosure Letter, the execution and delivery by general equitable principles.the Company of this Agreement and performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by the Offeror, the taking up and payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the Applicable Laws, will not result in:

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and and, subject to approval of this Agreement by the holders of a majority of the outstanding Shares in accordance with the DGCL, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this This Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby 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 Merger or other transactions contemplated hereby and thereby(other than, with respect to the Merger, the approval of this Agreement by the holders of a majority of the outstanding Shares in accordance with the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution valid and delivery hereof by binding agreement of Parent and Merger SubPurchaser, each constitutes a the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to that the extent that its enforceability enforcement hereof may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or by general equitable principlesat law).

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute enter into this Agreement and deliver, the agreements and perform its obligations under, other documents to be entered into by it pursuant to this Agreement and to consummate the Merger perform its obligations pursuant to this Agreement and the other transactions contemplated hereby pursuant to such agreements and thereby under applicable lawdocuments. The execution and delivery of this Agreement and the agreements and other documents to be entered into by it under this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby by this Agreement and thereby by such other agreements and documents have been duly and validly authorized by the Company Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or and the agreements and other documents to consummate be entered into by it pursuant to this Agreement other than the Merger or other transactions contemplated hereby and therebyRequisite Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid and binding agreement obligation of the Company, enforceable by Parent against the Company in accordance with its terms, except to as the extent that its enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other laws applicable Laws affecting the enforcement of creditors creditors’ rights generally or by general and subject to the qualification that equitable principlesremedies may be granted only in the discretion of a court of competent jurisdiction.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law(including the Merger). The execution and delivery of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company (including the approval by its Board of Directors, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VII), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby pursuant to the DGCL and therebythe terms and conditions of this Agreement, other than the giving of notice to the stockholders of the Company and the adoption of this Agreement and the approval of the Merger by the stockholders of the Company in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver, and perform its obligations under, under this Agreement and and, subject to obtaining the necessary approval of its stockholders, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law. The execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated hereby and thereby 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 Merger or other transactions contemplated hereby and thereby(other than approval by the Company’s stockholders as required by applicable law). This Agreement has and the agreements contemplated hereby have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors rights generally or by general equitable principles.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to consummate the Merger and the other transactions expressly contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement and the consummation of the Merger and other transactions expressly contemplated hereby and thereby 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 Merger or other transactions expressly contemplated hereby (other than as contemplated by this Agreement and therebythe approval of the principal terms of the Merger by the affirmative vote of a majority of the outstanding Company Shares entitled to vote pursuant to the CGCL (the "Requisite Company Vote")). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubParent, each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors creditors' rights generally or by general equitable or fiduciary principles.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute enter into this Agreement and deliver, all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations under, this Agreement hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawthereunder. The execution and delivery of this Agreement and by the consummation of the Merger and other transactions contemplated hereby and thereby have Company has 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 and the Merger or other transactions contemplated hereby and therebyhereunder. This Agreement agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable by the Offeror against the Company in accordance with its terms, except subject to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting availability of equitable remedies and the enforcement of creditors creditors’ rights generally or generally. Except as disclosed in the Data Room Materials, the execution and delivery by general equitable principles.the Company of this Agreement and performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by the Offeror, the taking up and payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the Applicable Laws, will not result in:

Authority Relative to this Agreement. The Company has the requisite full corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby 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 Merger or and the other transactions contemplated hereby and thereby(other than, with respect to the Merger, the approval of a majority of the outstanding shares of Company Common Stock at the Special Meeting or any adjournment thereof as required by the Delaware Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubSubco, each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors creditors' rights generally or by general equitable principles.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawby this Agreement to be consummated by the Company (the “Other Transactions”). The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby the Other 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 to consummate the Merger or such Other Transactions (other transactions contemplated hereby than the Stockholder Approval and therebythe filing of the Certificate of Merger). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubCo, each constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except subject to the extent that its enforceability may be limited by effect of any applicable bankruptcy, insolvencyinsolvency (including all Law relating to fraudulent transfers), reorganization, moratorium or other laws similar Law affecting the enforcement of creditors creditors’ rights generally or by and subject to the effect of general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law(including the Transaction). The execution and delivery of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company (including the approval by its Board of Directors), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby hereby, other than the approval of this Agreement and therebythe Transaction by a majority of the Company's stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors' rights generally or and by general equitable principlesprinciples of equity and public policy.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute enter into this Agreement and deliver, the agreements and perform its obligations under, other documents to be entered into by it pursuant to this Agreement and to consummate the Merger perform its obligations pursuant to this Agreement and the other transactions contemplated hereby pursuant to such agreements and thereby under applicable lawdocuments. The execution and delivery of this Agreement and the agreements and other documents to be entered into by it under this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby by this Agreement and thereby by such other agreements and documents have been duly and validly authorized by the Company Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or and the agreements and other documents to consummate be entered into by it pursuant to this Agreement other than the Merger or other transactions contemplated hereby and therebyRequisite Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid and binding agreement obligation of the Company, enforceable by Parent against the Company in accordance with its terms, except to as the extent that its enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other laws applicable Laws affecting the enforcement of creditors creditors' rights generally or by general and subject to the qualification that equitable principlesremedies may be granted only in the discretion of a court of competent jurisdiction.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law(including the Transaction). The execution and delivery of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company (including the approval by its Board of Directors), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby hereby, other than the approval of this Agreement and therebythe Transaction by a majority of the Company’s stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples of equity and public policy.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations underhereunder and, subject to adoption of this Agreement by a majority of the issued and outstanding shares of Company Common Stock (the "Company Stockholder Approval"), to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby 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 to consummate the Merger or Transactions other transactions contemplated hereby and therebythan Company Stockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent News Corp. and Merger Sub, each constitutes a the legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors relating to creditors' rights generally and by equitable principles to which the remedies of specific performance and injunctive and similar forms of relief are subject and except that rights to indemnity hereunder may be subject to federal or by general equitable principlesstate securities laws or the policies underlying such laws.

Authority Relative to this Agreement. The Company has the requisite necessary corporate power and authority to execute and deliverdeliver this Agreement and, and perform its obligations under, subject to approval of this Agreement and the transactions contemplated hereby by the Holders of the Company Common Stock, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated hereby and thereby by the Company have been duly and validly authorized and approved 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 or approve this Agreement or to consummate the Merger or other transactions contemplated hereby and thereby(other than, with respect to the Merger, the approval of this Agreement by the necessary vote of the shareholders of the Company). This Agreement has been duly and validly executed and delivered by the Company andCompany, and assuming the due authorization, execution and delivery hereof by Parent and Merger SubSubsidiary, each and subject to the stockholder approval referred to in the preceding sentence, constitutes a the valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, terms except to the extent that its as such enforceability may be limited by general principles of equity or principles applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors to creditors' rights generally or by general equitable principlesgenerally.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and, subject to obtaining the approval of the shareholders of Company of the Merger, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement by Company and the consummation by Company of the Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board part 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 Merger or transactions so contemplated (other transactions contemplated hereby than, with respect to the Merger, the approval and therebyadoption of this Agreement by the Required Shareholder Vote (as defined in Section 2.24) in accordance with the CGCL and the Company Charter Documents). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its termsthe terms hereof, except to the extent that its as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other laws affecting the enforcement of creditors creditors' rights generally generally, or by general equitable principlesprinciples (regardless of whether enforcement is sought in a proceeding at law or in equity), and to the extent any indemnification or contribution provisions thereof may be limited by applicable federal or state securities laws.

Authority Relative to this Agreement. The Each of the Company and each Shareholder has the requisite corporate all necessary power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement and the consummation by the Company and the Shareholders of the Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the Board of Directors part of the Company and the Shareholders (including the approval by the Company’s board of directors and shareholders), and no other corporate proceedings on the part of the Company or any Shareholder are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby and therebypursuant to any applicable laws. This Agreement has been duly and validly executed and delivered by the Company and each Shareholder and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the CompanyCompany and the Shareholders, enforceable against the Company and the Shareholders in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the Merger and the other transactions contemplated on its part hereby and thereby under applicable lawto be consummated by the Company. The execution and delivery of this Agreement by the Company and the consummation of the Merger and other transactions contemplated on its part hereby and thereby have been duly and validly authorized by all necessary corporate action, and, other than the Board of Directors approval of the Company and Companys shareholders as provided in Section8.1(a) hereof, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or other consummation of the transactions contemplated hereby and therebyon its part hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent Davis and Merger Sub, each constitutes a coxxxxxutes the legal, valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its terms, except to the extent that its such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws affecting the enforcement of creditors rights generally or by general equitable equity principles.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations underhereunder and, subject to adoption of this Agreement and by the Required Company Vote (as defined in Section 3.13), to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law(the "Transactions"). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby 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 to consummate the Transactions (other than (i) the Required Company Vote (as defined in Section 3.13) and (ii) the Merger or other transactions contemplated hereby and therebyFiling). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by the Parent and Merger Sub, each constitutes a the legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of relating to creditors rights generally or and by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. The Company has the all requisite corporate limited liability company power and authority to execute and deliverdeliver this Agreement, the other agreements contemplated hereby and perform its obligations under, this Agreement any ancillary documents hereto and thereto to which it is a party and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law. The execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated hereby and thereby 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 Merger or other transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which the Company is a party have been duly authorized by all necessary limited liability company action and no other approval of any of the Company’s Affiliates or related persons (including equityholders, directors, officers and otherwise) is necessary for the Company to enter into this Agreement and any other agreements contemplated hereby or to consummate the transactions contemplated hereby or thereby. This Agreement has and the other agreements contemplated hereby to which the Company is a party have been duly and validly executed and delivered by the Company andand constitute the legal, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid and binding agreement agreements of the Company, enforceable against the Company it in accordance with its their terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples (regardless of whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. (a) The Company has all the requisite necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and and, subject to obtaining Company Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawin accordance with the terms hereof. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by it of the Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of all necessary corporate action, and, except for obtaining the Company and Stockholder Approval, no other corporate proceedings action or corporate proceeding on the part of the Company are is necessary to authorize the execution and delivery by the Company of this Agreement or to consummate and the Merger or other consummation by it of the transactions contemplated hereby and therebyhereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability such enforcement may be limited by applicable subject to (i) any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or other laws laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the enforcement effect of creditors rights generally general principles of equity (regardless of whether enforceability is considered in a proceeding of law or by general equitable principlesequity).

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to consummate the Merger and the other transactions expressly contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement and the consummation of the Merger and other transactions expressly contemplated hereby and thereby 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 Merger or other transactions expressly contemplated hereby (other than as contemplated by this Agreement and therebythe approval of the principal terms of the Merger by the affirmative vote of a majority of the outstanding Company Shares entitled to vote pursuant to the CBCA (the "Requisite Company Vote(99))). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubParent, each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors creditors' rights generally or by general equitable or fiduciary principles.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and, to consummate the Merger and the other transactions contemplated hereby (including the Pre-Amalgamation Exchange and thereby under applicable lawthe Amalgamation). The execution and delivery of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby (including the Pre-Amalgamation Exchange and thereby Amalgamation) 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 Merger or other transactions contemplated hereby pursuant to Applicable Law and therebythe terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that the Company has executed or delivered or is to execute and deliveror deliver pursuant to this Agreement, and perform its (ii) carry out the Company’s obligations underhereunder and thereunder and, this Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawthereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company (including the approval by its board of directors as required by Applicable Corporate Law), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby and therebyhereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law(including the Merger). The execution and delivery of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby (including the Merger) 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 of the Company and Stockholders), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby pursuant to the DGCL and therebythe terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, (ii) issue and sell the Conversion Shares to execute and deliverthe Purchasers hereunder, and perform its (iii) carry out the Company’s obligations underhereunder and thereunder and, this Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part 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 Merger or other transactions contemplated hereby and therebyhereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company it in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws similar Laws affecting the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliverdeliver this Agreement and the Escrow Agreement (as defined in Section 8.01(c)), and to perform its obligations under, this Agreement hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawthereby. The execution and delivery of this Agreement and the Escrow Agreement by the Company and the consummation by the Company of the Merger and other transactions contemplated hereby and 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 or the Escrow Agreement or to consummate the Merger or other transactions contemplated hereby or thereby (other than the consent of Stockholders as set forth in Section 7.06 and therebythe filing of the Certificate of Merger as required by the Delaware Code). This Agreement has been been, and the Escrow Agreement will be, duly and validly executed and delivered by the Company andCompany. This Agreement constitutes, and the Escrow Agreement, when executed and delivered as contemplated by this Agreement, will constitute, assuming the due authorization, execution and delivery hereof by Parent each of the other parties hereto and Merger Subthereto, each constitutes a legal, valid and binding agreement obligations of the Company, enforceable against the Company it in accordance with its their respective terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws affecting the enforcement of creditors creditors' rights generally or by general equitable principles.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law(including the Transaction). The execution and delivery of this Agreement and the consummation by Company of the Merger and other transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate action on the part of Company (including the approval by its Board of Directors of the Company Directors), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby hereby, than the approval of this Agreement and therebythe Transaction by a majority of the Company's stockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors' rights generally or and by general equitable principlesprinciples of equity and public policy.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority to execute enter into this Agreement and deliver, all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations under, this Agreement hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawthereunder. The execution and delivery of this Agreement and by the consummation of the Merger and other transactions contemplated hereby and thereby have Company has been duly and validly authorized by the Board board of Directors directors of the Company and no other corporate proceedings of the Company on the part of the Company or the Shareholders are necessary to authorize this Agreement or to consummate and the Merger or other transactions contemplated hereby and therebyhereunder. This Agreement agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable by the Offeror against the Company in accordance with its terms, except subject to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting availability of equitable remedies and the enforcement of creditors creditors' rights generally or generally. Except as disclosed in the Company Disclosure Letter, the execution and delivery by general equitable principles.the Company of this Agreement and performance by it of its obligations hereunder and the transactions contemplated hereby, including, but not limited to, the making of the Offer by the Offeror, the taking up and payment for Shares deposited thereunder and any subsequent Second-Step Transaction carried out and consummated in accordance with the Applicable Laws, will not result in:

Authority Relative to this Agreement. The Company has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the requisite corporate power and authority to execute and delivercompany as contemplated by this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the Merger under such agreements and the other transactions contemplated hereby and thereby under applicable lawinstruments. The execution and delivery of this Agreement by the Company and the consummation performance by the Company of the Merger and other transactions contemplated hereby and thereby its obligations under this Agreement have been duly and validly authorized by the Board of Directors of and except for obtaining Shareholder Approval, the Company Interim Order and the Final Order in the manner contemplated herein, no other corporate proceedings on the its part of the Company are necessary to authorize this Agreement or the Arrangement, other than, with respect to consummate the Merger or Circular and other transactions contemplated hereby and therebymatters relating thereto, the approval of the Board. This Agreement has been duly and validly executed and delivered by the Company andCompany, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except subject to the extent qualification that its such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws of general application relating to or affecting the enforcement rights of creditors rights generally or by general and that equitable principlesremedies, including specific performance, are discretionary and may not be ordered.

Authority Relative to this Agreement. The Company has the requisite full corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery by the Company of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby hereby, and thereby the performance by the Company of its obligations hereunder, have been duly and validly authorized by all necessary action by the Board of Directors of the Company, and no other action on the part of the Board of Directors of the Company is required to authorize the execution, delivery and no other corporate proceedings on performance of this Agreement and the part consummation by the Company of the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby and therebyhereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its respective terms, except to as the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting similar Laws relating to the enforcement of creditors creditors’ rights generally or and by general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the requisite ------------------------------------ all necessary corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law(including the Transaction). The execution and delivery of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate action on the Board part of Directors Company (including the approval by its board of the Company directors), and no other corporate proceedings on the part of the Company (including the approval of the Company's stockholders) are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby and therebyhereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe Buyer, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors' rights generally or and by general equitable principlesprinciples of equity and public policy.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action (including approval by the Company's Board of Directors which satisfies the requirement of Article 13.03(1) of the Company TBCA), 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 approval of the Merger or other transactions contemplated hereby and therebyAgreement by the Company's stockholders). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof of this Agreement by Parent Acquisition and Merger Subdue authorization, each execution and delivery of the Guaranty by Supercanal, constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, except to as the extent that its enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting relating to the enforcement of creditors creditors' rights generally or and by general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the requisite all necessary ------------------------------------ corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and, subject to obtaining the approval of the stockholders of Company of the Merger (if required), to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawthereby. The execution and delivery of this Agreement by Company and the consummation by Company of the Merger and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board part 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 and adoption of this Agreement and the Merger or other transactions contemplated hereby by holders of a majority of the outstanding shares of Company Common Stock in accordance with Delaware Law and therebythe Company Charter Documents, if required). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid constitute legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except subject to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other laws affecting the enforcement of creditors creditor rights generally or by and for general equitable principles.

Authority Relative to this Agreement. The Company has the requisite corporate power and authority capacity to execute enter into this Agreement and deliver(subject to obtaining the Interim Order, the Final Order and approval of the Company Shareholders of the Company Resolution) to perform its obligations under, this Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereunder. The execution and delivery of this Agreement by the Company and the consummation performance by the Company of the Merger and other transactions contemplated hereby and thereby its obligations under this Agreement have been duly and validly authorized by the Company Board of Directors of the Company and no other corporate proceedings Proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the performance by the Company of its obligations under this Agreement or the Arrangement pursuant to consummate the Merger or Plan of Arrangement, other transactions contemplated hereby than the Interim Order, the Final Order, approval of the Company Board of the Company Circular and therebyapproval of the Company Resolution by Company Shareholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except subject to the extent qualification that its such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws of general application relating to or affecting the enforcement rights of creditors rights generally or by general and that equitable principlesremedies, including specific performance, may be granted only in the discretion of a court of competent jurisdiction.

Authority Relative to this Agreement. The Company has the all requisite corporate power and authority to execute and deliverdeliver this Agreement, and to perform its obligations under, this Agreement hereunder and to consummate the Merger and the other transactions contemplated on its part hereby and thereby under applicable lawto be consummated by the Company. The execution and delivery of this Agreement by the Company and the consummation of the Merger and other transactions contemplated on its part hereby and thereby have been duly and validly authorized by all necessary corporate action, and, other than the Board of Directors approval of the Company and Company's shareholders as provided in Section 8.1(a) hereof, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or other consummation of the transactions contemplated hereby and therebyon its part hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent Holding and Merger Sub, each constitutes a the legal, valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its terms, except to the extent that its such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other laws affecting the enforcement of creditors creditors' rights generally or by general equitable equity principles.

Authority Relative to this Agreement. (a) The Company has the requisite all necessary corporate power and authority to execute and deliverdeliver this Agreement and, and subject to requisite shareholder approval, to perform its obligations under, this Agreement hereunder and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger Merger, the Asset Disposition and the other transactions contemplated hereby and 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 or to consummate the Merger or transactions so contemplated (other transactions contemplated hereby than the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL and therebythe Company's Certificate of Incorporation and By-Laws). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent Parent, MergerCo and Merger Sub, each Sub constitutes a legal, valid and binding agreement obligation of the Company, Company enforceable against the Company in accordance with its terms, (i) except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the or relating to enforcement of creditors creditors' rights generally or by and (ii) subject to general equitable principlesprinciples of equity.

Authority Relative to this Agreement. The Company has the requisite corporate all necessary power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law(including the Transaction). The execution and delivery of this Agreement and the consummation by Company of the Merger and other transactions contemplated hereby and thereby (including the Transaction) have been duly and validly authorized by all necessary corporate action on the Board part of Directors of Company (including the Company approval by its managers or managing members or other comparable governing body), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby hereby, other than prior to the Closing the approval of this Agreement and therebythe Transaction by Members holding 80% of the outstanding Interests at the Closing. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors creditors' rights generally or and by general equitable principlesprinciples of equity and public policy.

Authority Relative to this Agreement. The Company has the requisite all necessary corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to perform its obligations hereunder and, subject to obtaining the approval of the Merger by Company Stockholders, to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby, subject to obtaining the approval of the Merger and other transactions contemplated hereby and thereby have by Company Stockholders, has been duly and validly authorized by all necessary corporate action on the Board part of Directors of the Company and no Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or or, subject to obtaining the approval of the Merger by Company Stockholders, to consummate the Merger or other transactions contemplated hereby and therebyso contemplated. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, each constitutes a valid legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its termsthe terms hereof, except to the extent that its as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other laws affecting the enforcement of creditors creditors’ rights generally generally, or by general equitable principlesprinciples (regardless of whether enforcement is sought in a proceeding at law or in equity), and to the extent any indemnification or contribution provisions thereof may be limited by applicable federal or state securities laws.

Authority Relative to this Agreement. The Company is a corporation ------------------------------------ duly organized, validly existing and in good standing under the laws of Delaware. Company has the requisite full corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawthereby. The execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated hereby and thereby 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 Merger or other transactions contemplated hereby and therebyor thereby (other than, with respect to the Merger, the approval of Company's stockholders pursuant to Section 251(c) of the GCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubPurchaser, each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors creditors' rights generally or by general equitable or fiduciary principles.

Authority Relative to this Agreement. The Company has the requisite full corporate power and authority to execute and deliver, and perform its obligations under, deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable lawhereby. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby 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 Merger or and the other transactions contemplated hereby and thereby(other than the approval of a majority of the outstanding shares of Company Common Stock at the Company Special Meeting or any adjournment thereof as required by the Delaware Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger SubSubco, each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors creditors, rights generally or by general equitable principles.

Authority Relative to this Agreement. The Company has the requisite full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document which the Company has executed or delivered or is to execute and deliveror deliver pursuant to this Agreement, and perform its (ii) carry out the Company’s obligations underhereunder and thereunder and, this Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby under applicable law(including the Transactions). The execution and delivery of this Agreement and the consummation by the Company of the Merger and other transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company (including the approval by its Board of Directors), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby and therebyhereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof thereof by Parent and Merger Subthe other parties hereto, each constitutes a valid the legal and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors rights generally or by general equitable principlescreditors’ rights.